ARTICLE I.
NAME
SECTION 1. The
name of the Organization shall be National Black Employees Association, also
known as NBEA.
SECTION
2. The primary
location of the Organization shall be the United States of America.
ARTICLE II.
PURPOSE
SECTION 1. VISION
STATEMENT: Xerox Black Employees are growing, developing and
enjoying success because of our commitment to excellence; all barriers to
intake, growth and development are dissolved, and we are key contributors to
the success of Xerox Corporation..
SECTION 2. MISSION STATEMENT: The Xerox
National Black Employee Association works in cooperation with the leadership of Xerox to influence the
hiring and promotional practices that will result in the achievement of a balanced workforce across
ALL DIVISIONS. Our efforts are two-fold:
· Improve the
level of satisfaction and overall contribution of black employees by
eliminating white islands and/or disparate impact on our black females or male
populations
· Ensuring the
Business community continues to recognize and respect Xerox as a leader in
diversity, revenue, and profit performance
SECTION 3. OPERATING PRINCIPLES:
A. Recognize, articulate
and support the premise that the 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 Diversity
program is fundamental to ensuring realization of that commitment.
B. Provide support, advice,
council and direction to local Xerox Black Caucus Groups.
C. Establish an effective
method of communication among divisions, businesses and agencies for all Black
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 Xerox
Corporation by providing strong positive leadership and by espousing the value
of healthy attitudes.
F. Ensure and maintain a
Black presence within 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 Xerox employees and community at large.
H. Offer support and
assistance to Black employees and Blacks within the community 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: Anyone of African origin who is employed by Xerox, it’s subsidiaries or
affiliates, who subscribes to the purpose of this Organization.
SECTION 2. Active Member:
Anyone who contributes financially and physically to the operation of the
organization.
ARTICLE
IV. NBEA BOARD
SECTION 1. The
NBEA Board will consist of National Caucus Representatives, an Advisory Board,
and the Executive Committee.
SECTION 2. The
NBEA 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
NBEA Board will provide input to the Annual Conference agenda, format, content
and location.
SECTION 4. The
NBEA Board shall ensure that local Caucuses are aware of the purpose and
direction of the bylaws, and act in accordance with those NBEA bylaws.
SECTION 5. The
NBEA Board will only serve as a negotiator in conflict situations when
requested by the affected local Xerox Black Caucus organization(s).
SECTION 6. Xerox Corporation will be
responsible for selecting the Corporate Champion.
SECTION 7. Meetings: The NBEA
Board shall meet annually or as required. 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 Executive Committee, with input from the NBEA Board, and
published by the NBEA Communications Directors. The annual meeting will be
held at a location to be determined by the NBEA board.
SECTION 8. Quorum:
A quorum shall consist of one-half (1/2) of the NBEA Board plus one (1) for all
voting decisions.
ARTICLE V.
EXECUTIVE COMMITTEE
SECTION 1. The
Executive Committee shall consist of the President, two (2) Vice-Presidents, (2)
Communications directors and a Treasurer, who are elected, and an Historian,
and a minimum of two (2), maximum of four (4) Advisors, who are appointed.
SECTION 2. Duties
and Responsibilities:
A. Recommend policy for the
Organization and maintain the constitution and bylaws.
B. Set National Black
Employees Association objectives for the calendar year and long-range goals and
plans for future development.
C. Shall determine
allocation of NBEA funds to Caucus Groups.
D. Review local Caucus
Groups' bylaws to ensure they are consistent with the NBEA bylaws.
E. Provide a forum for
proactive and/or reactive procedures.
F. Meet with Corporate
Senior Staff at least on an annual basis to discuss items of mutual interest
and concern.
G. Support national unity
among Caucus Groups.
SECTION 3. The following are the offices of
the Executive Committee. Each office will be selected by the NBEA Board.
A. PRESIDENT. Shall be the principal elective officer of
the Organization, and shall have a status in Xerox Corporation of at least a
Band B level postion. The President shall preside at all Regular and Special
Meetings of the Organization, the Executive Board Article Chairperson and the
Executive Committee, and shall be a member ex-officio, with right to vote, of
all committees except the Nominating Committee. He/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 Executive Committee such
matters, and make such suggestions as may in his/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 President. or as may
be prescribed by the Executive Committee. Shall stand responsible to the
Executive Committee for the satisfactory operation of the Organization in
accordance with these bylaws. Shall make Executive Committee appointments
subject to Executive Committee approval. Shall sign with the Treasurer all
contracts or other committing documents authorized by the Executive Committee
and give consent to sign checks for the disbursement of Organization funds.
Shall, along with selected members of the Executive Committee, meet with
Corporate Senior Staff at least on a quarterly basis, to discuss items of
mutual interest and concern. Shall from time to time, convene meetings of Black
Managers, and/or other interested parties, in pursuit of the purposes for which
the Organization was established. The President (or his/her designee) shall
officially represent the Organization at meetings of other
organizations/associations which espouse similar purposes.
B. FIRST
VICE-PRESIDENT. Shall
be the principal elective officer of the Organization, and shall have a status
in Xerox Corporation of at least a Band B level position. Shall, as requested
or required, fill the responsibilities of President. Shall have responsibility
for the administrative operations of the Organization. Shall work with the
respective local Group Representatives in planning the Annual Conference.
Shall perform other duties as may be prescribed by the Executive Committee.
C. SECOND
VICE-PRESIDENT. Shall
be an elected individual that has been identified and recognized as a high
potential candidate on track to assume a Band B level position. They shall, as
requested or required, fill the responsibilities of President. Shall have
responsibility for the administrative operations of the Organization. The
Second Vice-President shall act as Chairperson for the Election or Nominating
Committee.
D. TREASURER. Shall collect and have charge of all funds
due or belonging to this Organization and shall deposit same in bank or trust
company approved by the Executive Committee: under direction of Executive
Committee shall disburse funds. Shall keep books and accounts of the
Organization and report the financial status of the Organization quarterly to
the Executive Committee. The account shall be audited annually by the
Executive Committee. Shall sign with the consent of the President contracts or
other committing documents authorized by the Executive Committee, 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 his/her time of office. Shall arrange for the bonding of President and
Treasurer at the expense of the Organization, in such a sum as the Executive
Committee shall prescribe, should such bonding become appropriate.
Treasurer is an elected position.
E. Director of Communication
1. Shall keep an
accurate record of the proceedings of all meetings of the Organization, the
Executive Committee, and of any committees when so requested. With the
assistance of the Communication Director 2 , shall maintain a current list of
all members, Executive Committee Members, and members of committees. Shall be
responsible for the issuance of notices for all Regular and Special meetings of
the Executive Committee. Shall assist and/or substitute for the Communication
Director 2 as required. Shall perform other duties as prescribed by the
Executive Committee.
F. Director of
Communication 2. Shall
assist the Communication Director 1 in maintaining a list of all members,
Executive Board Members, and members of committees. Shall be responsible for
the coordination of Regular and Special Meetings and other meetings convened by
the President or his/her designee. Shall be responsible for all correspondence
of the Organization. Shall assist and/or substitute for the Communication
Director 1 as required. Shall perform other duties as prescribed by the
Executive Committee.
G. HISTORIAN. Shall be responsible for maintaining the
history of the local Caucus Groups and the National Black Employees Association
(NBEA) through various media. He/She will also serve the Executive Committee
and National Caucus Board by providing a historical perspective of past
decisions and/or actions of those bodies.
They
shall be responsible for maintaining organization records. Shall obtain
pertinent information from local Caucus Groups. Shall bring relevant documents
to meetings. Shall hand off pertinent information to the Executive Committee.
Shall be responsible for the retrieval and storage of all information. Shall
perform other duties as may be prescribed by the Executive Committee.
Historian is an appointed position.
H. ADVISORS. Minimum of two (2), maximum of six (6).
Shall advise the Organization as required.
SECTION 4. ELECTION/APPOINTMENT AND
TERMS: The election of officers of the NBEA Executive Committee shall
occur at a special NBEA Board Meeting or conference call six (6) months prior
to the end of an officer’s term. The President shall appoint the offices of
National Directory Coordinator, Historian and Advisors.
SECTION 5. RE-ELECTION:
Officers on the NBEA Board can be re-elected to an office for three (3)
concurrent terms (maximum of six (6) years).
SECTION 6. VACANCIES: The NBEA
Board will be responsible for filling vacancies. The NBEA Board can select
someone to act in the role of the vacant office as it deems necessary.
SECTION 7. REMOVAL: The NBEA
Board may request the removal of any officer on the Executive Committee. The
removal of an officer will require a vote of the NBEA Board. An affirmative
vote of two-thirds (2/3) of the National Caucus Board present at a meeting is
required for removal
ARTICLE
VI. ELECTION PROCESS
SECTION 1. The Election Process covers the six
(6) elected positions on the Executive Committee:
A. NBEA President
B. First President
C. Second Vice-President
D. Treasurer
E. Communication Director 1
F. Communication Director 2
SECTION 2: The following additional positions
are appointed positions, to be determined by the newly elected Executive
Committee. Those positions are:
A. Historian
B. Advisors
SECTION 3: The following process will be
followed for candidates to be nominated for any of the six (6) elected
positions on the Executive Committee:
A. Each Nominee must submit
their biography to the NBEA Corresponding Secretary by the specified date
established by the NBEA Board.
B. All nominations,
biographies and recommendations shall be submitted to each Caucus
Representative 90 (ninety) days prior to the Annual NBEA meeting to the NBEA
Board.
C. The process for local
Caucus Groups to evaluate and decide on nominations which will be submitted to
the NBEA will be determined locally.
D. Each Caucus Group will
bring to the Annual NBEA Meeting one (1) vote for each of the Executive
Committee positions.
SECTION 4: The following minimum criteria
must be met by each nominee:
A. It is preferable that
Nominees for any of the six (6) elected positions have Caucus Group leadership
experience.
B. Each Nominee must
receive a letter of recommendation from their local Caucus Group Leader.
C. All Nominees must be
active members of their local Caucus Group. “Active” participation is defined
by each local Caucus Group.
D. Nominees for the office
of the President first attain at a minimum Grade Level Band B assignment.
E. Nominees for the office
of Communication Director 1 and 2 must have access to Xerox PC Mail and the
Internet.
F. 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.
G. Additional criteria for
nomination can be established by the local Caucus Groups, based upon local
policies.
SECTION 5: The following voting process will
be used by the NBEA Board to elect all Executive Committee positions during the
Annual NBEA Meeting.
A. Each member of the NBEA
Board, will have one (1) vote for each of six (6) the elected offices
B. Each of the existing
Local Caucus Groups will have one (1) vote, for each of the elected offices and
one (1) recommendation for each of the appointed positions on the Executive
Committee.
C. The newly elected officers
of the Executive Committee will confirm the National Directory Coordinator, the
Historian and Advisor appointments immediately after the annual election
process has been completed and the new Executive Committee has been officially
confirmed as members of the Executive Committee.
ARTICLE
VII. NATIONAL CAUCUS REPRESENTATIVES
SECTION 1. National Caucus Representatives
shall be one (1) member from each of the following organizations: BABE,
BELT, BWLC, CARI, CFDC, CFDV, LABE, MAME, ESBE, MCBE, MUSR.OBEA
SECTION 2. National Caucus Representative may
officially represent the organization at meetings of other
organizations/associations who espouse similar purposes.
SECTION 3. National Caucus Representatives'
responsibility to their local Caucus Group as described in their bylaws as well
as:
· Participate in and
attend NBEA Board Meetings.
· Shall publish and make
known the time, place and agenda of Quarterly Meetings.
· Shall solicit input for
Quarterly Meetings from their general body for input to Corporate meetings.
· Shall participate in
solicitation and collection of funds to support the NBEA.
· Shall participate in or
send formal proxies to NBEA Board Meetings.
· Shall secure and make
formal notice to Advisor.
· Shall actively and
openly work with the Advisor to further the purpose of the National Black
Employees Association, as stated in the bylaws.
SECTION 4. ELECTION/APPOINTMENT AND
TERMS: Elections for the National Caucus Representative shall occur at
the local Caucus Group discretion. All National and local Caucus
Representatives shall serve a term of two (2) years.
SECTION 5. RE-ELECTION:
National Caucus Representative re-elections shall be determined by the local
Caucus Group.
SECTION 6. VACANCIES: The local
Caucus Group will be responsible for filling vacancies.
SECTION 7. REMOVAL: The removal of a National Caucus Representative is the decision of the local
Caucus Group.
ARTICLE
VIII. NATIONAL ADVISOR
SECTION 1. National
Advisory Board shall be cross-divisional, organizational and representative of
all levels of management.
SECTION 2. Shall be responsible for recommending the Corporate Champion.
Shall be responsible for developing all roles/responsibilities and criteria for
an Advisor. Shall be responsible for ensuring that all divisions and
organizations are represented on the Advisory Board. Shall be responsible for
the selection of Advisory Board Members to sit on the Executive Committee.
SECTION 3. ELECTION/APPOINTMENTS AND TERMS: Shall be recruited by the National
Caucus Representative for a term of two (2) years.
ARTICLE
IX. NATIONAL CONFERENCE
SECTION 1. There shall be a National
Conference at least once, every two (2) years, and shall be held during a time
frame as decided by the National board.
SECTION 2. The Conference Chairperson shall be
selected by the National Caucus Representative in the selected location of the
National Conference. The Conference Chairperson will be responsible for
informing the NBEA Board of the status of the National Conference.
SECTION 3. The goal of the National Conference
will be to:
· Inform Black Employees
of current issues in the Corporation and society.
· Training and
development.
· To establish and promote
communication.
· Recognize and promote
those within the host community who would seek to foster a better society.
SECTION 4. The location shall rotate with each
Conference. A preliminary proposal will be submitted from the host Caucus
Group at least one year prior to the National Conference. The proposal should
include a detail of all operating expenses; i.e., all meals, receptions, the
banquet, etc., which will yield registration costs to attendees. The proposal
should also include bids from various hotels. A projected cost per attendee,
i.e., registration cost and hotel rates should be included as a category in the
proposal A vote on the next year’s Conference site will be at the annual
meeting.
Budget
items may include the following;
Site/Logistics Hospitality Registration
Banquet Invitation Publicity
Workshops Communication Recognition
Entertainment Sales
(Vendors) Souvenirs
Program Finance Speakers
SECTION 5. The
final budget should be submitted no later than one hundred and eighty (180)
days prior to the date of the Conference.
SECTION
6. Duties/Responsibilities:
· Maintain sound status of
Conference activity.
· Shall provide updates to
the NBEA Board.
· Shall develop the
National Conference Budget six (6) months prior to the function.
· Shall manage activities
within the budget.
· Shall submit the budget
to the NBEA Board for approval.
· Shall have selected
officers with defined roles.
· Shall select site and
dates for Conference.
· Shall maintain the
Conference process.
· Shall interact with the
National Caucus Representatives, Advisory board and the Corporate sponsor.
· Shall utilize the
National Conference procedure.
SECTION 7. ELECTION/APPOINTMENT AND
TERMS: Shall be recruited by the NBEA Board for a term of one (1)
year.
ARTICLE X.
ANNUAL MEETINGS
SECTION 1. There
shall be an annual meeting every year, unless otherwise stipulated by the NBEA
Board.
ARTICLE
XI. 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 NBEA Board. No
parts of said funds shall be distributed to members of the Organization.
SECTION 2. NBEA funds will be used per
Executive Committee approval for the following:
· Teleconference Calls
· Conference Funding
· Scholarship Funds:
- College
- High School
- Elementary
· Condolences
· UNCF
· Urban League
· NAACP
· Non- Profit
· Other
SECTION 3. The National organization shall not
solicit sponsors to generate additional revenue or this would be deemed a
violation of these bylaws. .
SECTION
4. Fiscal
Year: September to August.
ARTICLE
XII. LOCAL CAUCUS GROUPS
SECTION 1. The
name of the local Caucus Organization shall be determined by the said
Organization.
SECTION 2. The
purpose of the local Caucus Organization shall mirror those of the National
Black Employees Association.
SECTION 3. The
structure of the local Caucus Organization shall be determined by the said
Organization.
SECTION 4. The
bylaws of the local Caucus Organizations shall state their affiliation with the
National Black Employees Association. Each Caucus Representative must provide
the bylaws of their respective Organizations at each annual meeting.
ARTICLE
XIII. AFFILIATIONS
In furtherance of its
purposes, the National Black Employees Association shall seek and maintain
affiliations with individuals and groups or organizations that support this
organization’s purposes as outlined herein.
ARTICLE
XIV. 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 NBEA Board present at any annual meeting, or at any special
meeting called for this purpose, or where such proposed actions have been
deemed appropriate by the National Officers.
ARTICLE
XV. TRUSTEES OF THE ORGANIZATION
SECTION 1. The trustees of the Organization shall
be selected by a majority vote by the members of the NBEA Board.
Adopted in
City / State
Date 6-12-2007
Approved in
City / State
Date
