By-Laws

CORNELL BLACK ALUMNI ASSOCIATION BY-LAWS 

BYLAWS [ORIGINALLY ADOPTED in 1978] 

Revision [approved June 2021] 

SECTION I – NAME AND PURPOSE 

Par. 1: Name. The name of the club is the Cornell Black Alumni Association (hereinafter “CBAA” or “Association”). 

Par. 2: Purpose. The purpose of the club shall be to promote and foster charitable and educational activities that promote the interests of Cornell University, maintain diversity in the Cornell student body, encourage the participation of alumni in the life and development of Cornell University, or such other charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. 

SECTION II – MEMBERSHIP 

Par. 1: Membership in CBAA shall be open to all persons who have matriculated at Cornell University (whether as an undergraduate or graduate student), or who otherwise meet the requirements that the Executive Board may from time to time establish. 

Par. 2: Members are those eligible persons who have paid dues in full for the current membership year or who have submitted a membership form and are otherwise exempt from paying dues in the current year. 

Par. 3: Members of CBAA shall be entitled to participate in all activities of the Association, to vote in all elections, and to enjoy all other privileges of membership. Only members who are Cornell Alumni are eligible to serve as an officer or other representative of CBAA. 

Par. 4: The membership year commences on the first day of July and ends on the last day of June in the following year. All rights and privileges of membership in CBAA shall accrue upon the payment of the applicable membership dues. 

SECTION III – THE EXECUTIVE BOARD 

Par. 1: Executive Board. The Executive Board shall consist of seven elected officers: a President, Vice President for Membership, Vice President for Programming, Vice President for Scholarship and Fundraising, Vice President for Student Relations, Secretary, and Treasurer. These officers shall be voting members of the Executive Board. A non-voting member (an immediate past CBAA President or any other former CBAA Officer) shall serve as an advisor to the Executive Board, at the Executive Board’s request. 

Par. 2: Powers. The Executive Board shall oversee CBAA operations and activities, and shall have general supervision and control of the Association, its affairs, funds and other property, except as otherwise expressly provided in these Bylaws. 

Par. 3: Meetings of Executive Board. The Executive Board shall hold such meetings as are necessary for the proper conduct of the business of the Association. The Executive Board shall meet at least quarterly at such time and place as the Executive Board may prescribe. 

Par. 4: Advance notice of the time and place of holding each meeting of the Executive Board shall be provided to each Board member. 

Par. 5: Transaction of Business. Motions regularly made and seconded may be adopted by a majority vote of those present provided a quorum is present. 

Par. 6: Nomination and Election. The Executive Board shall be nominated and elected in accordance with the provisions of Section V of these Bylaws. 

Par. 7: Term. Each officer shall hold office for a term of three (3) years or until the next membership meeting held in conjunction with the CBAA Reunion (held triennially) when a successor for each officer shall be elected. If no reunion is held, a special election meeting shall be held at the end of the three-year term. 

Par. 8: Vacancies. A vacancy in any office may be filled for the unexpired portion of the term by an affirmative vote of a majority of the Executive Board. 

SECTION IV – DUTIES OF OFFICERS 

Par. 1: The President shall be the chief executive officer of CBAA and shall have supervisory authority over the affairs of CBAA, its officers, committees and Regional Representatives. The President shall preside at all meetings of the Executive Board and all meetings of the Association. The President shall, with the advice and consent of the Executive Board, appoint committees, name their chairpersons and ensure the proper performances of their functions. The President shall be an ex-officio member of all committees. The President shall represent CBAA at all meetings of the Cornell Alumni Federation or shall appoint a member to represent CBAA, and shall perform all such other duties pertaining to the office of President. 

Par. 2: In the event of a temporary absence or disability of the President, a Vice President designated by the President or the Executive Board shall perform the duties of President. 

Par. 3: The Vice President for Membership (VP Membership) shall coordinate collection of membership dues, maintain membership records in conjunction with the University to ensure proper exercise of member rights and privileges, and coordinate membership recruitment campaigns. The VP Membership shall report on membership issues and perform such other duties as may be assigned by the President or the Executive Board. 

Par. 4: The Vice President for Programming (VP Programming) shall, in conjunction with Regional Representatives, and as approved by the Executive Board, plan and organize a yearly program of events that foster the goals of CBAA and support CBAA operations, and shall perform such other duties as may be assigned by the President or the Executive Board. 

Par. 5: The Vice President for Scholarship and Fundraising (VP Scholarship & Fundraising) shall coordinate fundraising for CBAA scholarships, CBAA awards, special projects and other initiatives, including fundraising for the Africana Studies and Research Center. The VP Scholarship & Fundraising shall also perform such other duties as may be assigned by the President or the Executive Board. 

Par. 6: The Vice President for Student Relations (VP Student Relations) shall, in conjunction with the VP Programming, (1) plan and coordinate activities for the Black student body at Cornell, (2) keep abreast of campus events and issues that affect minority students and alumni, and (3) coordinate events fostering alumni and student involvement. The VP Student Relations shall also perform such other duties as may be assigned by the President or the Executive Board. 

Par. 7: The Secretary shall issue notices of Association meetings and, as requested by the President, meetings of the Executive Board. The Secretary shall keep minutes of all such meetings, preserve such minutes for inspection by the membership, and maintain a copy of the Bylaws and Association correspondence. The Secretary shall also manage CBAA internet and website activities, serve as the CBAA liaison to the Cornell Alumni Magazine and perform such other duties as may be assigned by the President or the Executive Board. 

Par. 8: The Treasurer shall collect funds and arrange disbursements as authorized by the President or Executive Board and shall be responsible for fiscal planning (national and regional) and accounting. The Treasurer shall maintain records of financial accounts owned or controlled by the Association, shall keep accurate accounts of all receipts and disbursements, and shall submit a written report on such accounts at Executive Board meetings, annual, triennial and special meetings, and at such other times as the President shall direct or any forty (40) Association members shall request. The Treasurer shall perform such other duties as may be assigned by the President or the Executive Board. 

SECTION V – NOMINATION AND ELECTION OF OFFICERS 

Par. 1: The President shall, at least 90 days prior to the date of the triennial meeting (or a special election meeting if no triennial reunion is held), appoint a Nominating Committee which shall consist of five (5) members which may include incumbent officers of CBAA. The Nominating Committee shall confirm the slate of Officers and submit this slate to the Secretary. The Secretary shall include the names of the nominees in the notice of the meeting. 

Par. 2: A candidate may be nominated for any office by the written nomination of any thirty (30) members submitted to the Secretary at least ten (10) days prior to the triennial (or special election) meeting. Nominations may not be made from the floor at the meeting. 

Par. 3: Elections shall be held at the triennial reunion meeting (or a special election meeting if no triennial reunion is held). The officers shall be elected by a majority of the members present and casting written ballots. 

Par. 4: Officers shall assume the duties of their respective offices on the adjournment of the election meeting. 

SECTION VI – MEETINGS OF THE ASSOCIATION 

Par. 1: The Executive Board shall meet annually with the general CBAA membership. Notice of the time and place of the meeting shall be transmitted (by U.S. mail, e-mail or facsimile) to each member at least thirty (30) days in advance of the meeting date. The notice shall indicate the purpose of the meeting, and specifically state if the meeting is being convened to elect officers or to vote on bylaws. Notice to each member shall be deemed sufficient if mailed to a member’s last known address on file with CBAA. 

Par 2A: In the event a public emergency or natural disaster makes the holding of an in-person meeting of the organization unlawful or impossible, the organization may conduct its meetings by electronic or other remote access means as reasonably necessary for the duration of the emergency or disaster; provided that the organization shall use its best efforts to implement any such virtual meetings with full regard for the need to maintain as much as possible accessibility for all members, including those with disabilities and those who lack access to sophisticated technology tools. Any action that could be taken at an in-person meeting, including bylaws amendments, may also be taken at a virtual meeting held pursuant to this clause but any action taken at any such virtual meeting shall be subject to ratification at the first regular meeting of the organization held after such virtual meeting or meetings. During a virtual meeting, all reasonable technology must be used to authenticate each individual who attends. Determination to hold a given meeting as virtual is by the President. 

Par 2B: Electronic Meetings  

1. Login information. The Secretary shall send by e-mail to every member of the Board, at least ten (10) days before each meeting, the time of the meeting, the URL and codes necessary to connect to the Internet meeting service, and, as an alternative and backup to the audio connection included within the Internet service, the phone number and access code(s) the member needs to participate aurally by telephone. The Secretary shall also include a copy of, or a link to, these 

2. Login time. The Secretary shall schedule Internet meeting service availability to begin at least 15 minutes before the start of each meeting. 

3. Signing in and out. Members shall identify themselves as required to sign in to the Internet meeting service, and shall maintain Internet and audio access throughout the meeting whenever present, but shall sign out upon any departure before adjournment. 

4. Quorum calls. The presence of a quorum shall be established by audible roll call at the beginning of the meeting. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum. 

5. Technical requirements and malfunctions. Each member is responsible for his or her audio and Internet connections; no action shall be invalidated on the grounds that the loss of, or poor quality of, a member’s individual connection prevented participation in the meeting. 

6. Forced disconnections. The chair may cause or direct the disconnection or muting of a member’s connection if it is causing undue interference with the meeting. The chair’s decision to do so, which is subject to an undebatable appeal that can be made by any member, shall be announced during the meeting and recorded in the minutes. 

7. Assignment of the floor. To seek recognition by the chair, a member shall ... [specifying the exact method appropriate to the Internet meeting service being used]. Assigning the floor to a member, the chair shall clear the online queue of members who had been seeking recognition. To claim preference in recognition, another member who had been seeking recognition may promptly seek recognition again, and the chair shall recognize the member for the limited purpose of determining whether that member is entitled to preference in recognition. 

8. Interrupting a member. A member who intends to make a motion or request that under the rules may interrupt a speaker shall use [the designated feature] for so indicating, and shall thereafter wait a reasonable time for the chair’s instructions before attempting to interrupt the speaker by voice. 

9. Motions submitted in writing. A member intending to make a main motion, to offer an amendment, or to propose instructions to a committee, shall, before or after being recognized, post the motion in writing to the online area designated by the Recording Secretary for this 

purpose, preceded by the member’s name and a number corresponding to how many written motions the member has so far posted during the meeting. Use of the online area designated by the Secretary for this purpose shall be restricted to posting the text of intended motions. 

10. Display of motions. The Secretary shall designate an online area exclusively for the display of the immediately pending question and other relevant pending questions (such as the main motion, or the pertinent part of the main motion, when an amendment to it is immediately pending); and, to the extent feasible, the Recording Secretary, or any assistants appointed by him or her for this purpose, shall cause such questions, or any other documents that are currently before the meeting for action or information, to be displayed therein until disposed of. 

11. Voting. Votes shall be taken by the anonymous voting feature of the Internet meeting service, unless a different method is ordered by the Board or required by the rules. When required or ordered, other permissible methods of voting are by electronic roll call or by audible roll call. The chair’s announcement of the voting result shall include the number of members voting on each side of the question and the number, if any, who explicitly respond to acknowledge their presence without casting a vote. Business may also be conducted by unanimous consent. 

12. Video display. [For groups using video, but in which the number of participants is too large for all to be displayed simultaneously:] The chair, the Secretary, or their assistants shall cause a video of the chair to be displayed throughout the meeting, and shall also cause display of the video of the member currently recognized to speak or report. 

Par. 2C: A meeting to elect new officers shall be held in conjunction with CBAA’s Update Reunion held every three years (triennially). The triennial reunion meeting shall fulfill the requirement for holding an annual meeting. If no triennial reunion is held, a special meeting may be convened for such election. 

Par. 3: Special meetings of the general membership may be called at any time by the President or the Executive Board,. Special meetings shall be held with at least thirty (30) days advance notice to the membership at such time and place as may be fixed by the Executive Board and designated in the notice 

Par. 4: Each member shall be entitled to vote on each resolution being considered at a general membership meeting. In an election of officers, each member shall be entitled to cast one vote for each office. A vote may be cast in person, by proxy, or by U.S. mail. A proxy must be in writing, signed and dated by the absent voting member, and must indicate the designee who shall execute the proxy. In the event of an electronic meeting, votes shall be taken by the anonymous voting feature of the Internet meeting service, unless a different method is ordered by the Board or required by the rules. When required or ordered, other permissible methods of voting are by electronic roll call or by audible roll call. 

Par. 5: Meetings shall be conducted in accordance with Roberts Rules of Order or such other procedures as the Executive Board may decide. 

SECTION VII – QUORUM 

Par. 1 : The presence (in person, by telephone, or in the event of an electronic meeting) of the majority of the voting members of the Executive Board shall constitute a quorum of the officers for the transaction of Association business at any meeting of the Executive Board. 

Par. 2: A quorum of the Association shall consist of the members present and is required to adopt resolutions and transact business at meetings of the general membership. Once a quorum has been certified by an officer, a vote by a majority of members present shall be necessary to pass a resolution, except for a resolution directing that the Executive Board take specific action on behalf of CBAA, which requires a two-thirds (2/3) vote of the members present to pass the resolution. 

SECTION VIII – REGIONAL REPRESENTATIVES/COORDINATORS
Par. 1: Regional Representatives/Coordinators (Regional Reps) may be appointed by the Executive Board in areas where members would like to participate in local CBAA activities. Regional Reps shall recruit volunteers to fulfill the purposes of CBAA, shall organize activities and events in their respective regions, and submit proposed regional events and associated budgets to the Executive Board for prior approval. 

Par. 2: Regional Reps shall report on regional activities as requested by the President or the Executive Board, and shall forward to CBAA any funds collected from or at regional activities. 

SECTION IX – DUES 

Dues for membership shall be established in such amounts as are determined by a majority vote of the Executive Board. Dues categories may include annual, life, individual and student member categories. Payment of applicable dues shall entitle the member to the rights and privileges of the Association as determined by the Executive Board. 

SECTION X – COMMITTEES AND CHAIRS 

Par. 1: The chairperson of each standing committees enumerated herein shall be members of the Executive Board or otherwise appointed by the President. Each committee chairperson shall appoint their committee members, shall be responsible for the operation of their committee, and shall have the authority to promulgate rules for their committee operations. 

Par. 2: Committee chairs shall preside at committee meetings, shall keep a record of committee activities and shall present reports to the Executive Board. A committee chairperson serves at the will of the President. Policy decisions are reserved to and shall be made by the Executive Board. 

Par. 3: The following standing committees shall be maintained: 

a.) Secondary/Graduate Schools 

b.) Programming

c.) Communications

d.) Campus and Student Relations 

e.) Membership 

f. ) Scholarship and Fundraising 

g). Secondary/Graduate Schools Committee – This committee shall encourage well qualified high school students and college graduates to attend Cornell by: 

1.) visiting schools in their areas to get acquainted with them and to familiarize their guidance counselors with Cornell;
2.) working with these counselors to identify qualified prospective students;
3.) contacting students who have applied to Cornell and submitting reports to the Office of 

Admissions;
4.) encouraging those students who have been accepted to enroll at Cornell. 

This committee shall coordinate its activities with the University’s Office of Admissions. 

b.) Programming Committee This committee shall plan and coordinate activities and events that support the purposes of CBAA. The Programming Committee shall develop an annual schedule of nationwide events, determining the appropriate regions/cities, venues and timeframes for such events. The Programming Committee shall pursue joint sponsorship of events with local Cornell Clubs, other Cornell University minority associations and other organizations. Annual events shall include CBAA membership meetings as well as networking, social, cultural, community service, student recruitment, and fundraising events. 

c.) Communications Committee – This committee shall maintain and update CBAA’s website, monitor CBAA’s listserv (or other electronic mail systems), prepare a periodic newsletter, gather information about CBAA and other Cornell alumni organizations, prepare press releases, and maintain CBAA’s membership directory. The chairperson may solicit advertising and other funds to defray the publication costs and to support CBAA activities. 

d.) Membership Committee – This committee shall maintain membership records and coordinate national and regional membership recruitment campaigns. In addition, this committee shall establish policies that ensure direct benefit for dues-paying members, including pursuing discounts with merchants and joint memberships with other Cornell Clubs and Associations. 

e.) Campus and Student Relations Committee – This committee shall interact with students and the University to enhance the academic and social experience of African American students. The Committee shall maintain channels of communication between CBAA and enrolled students, organize campus and regional events for students and alumni, and participate in mentoring and networking programs that target students. 

f.) Scholarship and Fundraising Committee – This committee shall organize and coordinate fundraising activities for CBAA scholarships, awards, and special projects, including CBAA fundraising for Africana Studies and Research Center. The Committee shall also prepare grant proposals and select CBAA Scholarship and award recipients. 

Par. 4. Other Committees – The President or Executive Board may exercise discretion to form other committees to accomplish the goals of the Association, however, a Reunion Committee shall be formed at least 18 months prior to the CBAA Reunion. 

SECTION XI – REMOVAL OF OFFICERS 

Any officer may be removed for cause by a two-thirds (2/3) vote of the membership of CBAA or by a majority vote of the Executive Board. “Cause” shall include the unexcused failure to attend three (3) consecutive Executive Board meetings or failure to participate in the activities of CBAA. For the purposes of this section, the annual membership meeting shall be considered a Board meeting. 

SECTION XII – AMENDMENTS TO THE BYLAWS 

These Bylaws may be amended at any annual, triennial or special meeting by a majority vote of the members present at such meeting. A copy of the proposed amendment shall be mailed to each Association member at least thirty days prior to the date of the meeting at which the amendment is to be voted on. 

SECTION XIII – SUSPENSION OF THE BYLAWS 

These Bylaws may be suspended by a majority vote of the members present at any annual, triennial or special meeting. 

SECTION XIV – ASSOCIATION YEAR 

The Association fiscal year shall begin on first day of July in each year and end on the last day of June of the following year. Unless otherwise determined, the annual activities and reports of the Association shall conform to this time period. 

SECTION XV – DISSOLUTION 

Upon the dissolution or other termination of the Association, the balance of the assets after the payment of provision for payment of its debts and expenses shall be transferred to a non-profit organization of the Association’s choice.