Section 1. The name of this organization shall be:
The National Black Caucus of State Legislators (NBCSL).
Section 2. Offices of NBCSL shall be in such localities as shall be determined by the National Executive Committee.
Section 1. The purposes and objectives of NBCSL shall be:
Section 2. NBCSL shall not, at any time, directly or indirectly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. NBCSL does officially recognize a section within NBCSL to be known as the African American Legislative Staff Coordinating Committee.
Section 1. The membership of NBCSL shall consist of three classes of membership: (a) Regular (voting), (b) Associate (non-voting) and (c) Legislative Staff (non-voting).
Section 2. Regular Members: Any current Black member of a State Legislature who has tendered the amount of dues required for membership shall be eligible for Regular Membership. Members of this class shall have the right to vote on any matter being considered by the organization.
Section 3. Associate Members: Any former legislator who is interested in furthering the goals of the organization and who will have tendered the amount of dues required for membership shall be eligible for associate membership. Members of this class shall have the same rights and privileges as the Regular Members except that Associate Members shall not have the right to vote or hold office within the organization.
Section 4. Legislative Staff Members: Any person employed by a legislative branch of government who will have tendered the amount of dues required for membership shall be eligible for Associate Legislative Staff membership. Members of this class shall have the same rights and privileges as the Regular Members except that Legislative Staff Members shall not have the right to vote or hold office within the organization, except as officers or executive committee members of the African American Legislative Staff Coordinating Committee.
Section 5. Dues: The National Executive Committee shall levy dues upon all members in such amounts and for such periods as may be determined by resolution of the National Executive Committee. The National Executive Committee may make regulations necessary to enforce the collection of such dues, including the provisions for the termination of membership, upon reasonable notice, for nonpayment of such dues and for reinstatement of membership.
Section 6. Suspension and Transfer of Membership: The right of a member of the organization to vote, and his or her right, title and interest in or to the organization or its property, shall cease on the termination of membership. The failure of any member to pay annual dues shall result in suspension of membership and voting rights until all dues are paid in full. No member may transfer membership or any right of membership.
Section 1. NBCSL, by vote of the National Executive Committee, may cooperate with or establish relationships with such other groups, public or private, as may seem most likely to advance the purposes of NBCSL.
Section 2. NBCSL shall direct special effort toward cooperative work with those bodies that represent local and state governments.
Meetings of Members:
Section 1. NBCSL shall meet annually, during the month of December, at such a time and place as may be determined by the National Executive Committee.
Section 2. Special meetings of NBCSL may be called by the National Executive Committee at any time, or shall be called by the President upon request of at least six (6) NBCSL regions. The meeting shall be held within forty-five (45) days after filing of the request with the Executive Director, and the business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.
Section 3. Time: Written notices of Annual and Special meetings of NBCSL shall be provided by the Executive Director, but not less than ten (10) days prior to the opening of the meeting.
Section 4. Quorum: One-fourth (1/4) of all the Regular Members in good standing, present in person, shall constitute a quorum at the Annual Meeting of the membership of this organization for the transaction of business. All other meetings of NBCSL shall require at least ten (10) members for a quorum in order to transact business.
Section 5. Voting: Every Regular Member of the organization shall be entitled to one vote. Except as otherwise specified in the Articles of Incorporation or these bylaws, a majority of affirmative votes cast by those voting members present at a duly called meeting shall represent the actions taken by the organization.
Section 6. Resolutions: Any Regular Member in good standing may bring a resolution to the attention of the membership for consideration. If any resolution is adopted by an appropriate committee of the organization and a majority of those present at a duly called meeting of the membership, it shall represent an adopted resolution of the organization.
If a resolution is offered from the floor of the duly called meeting without being referred to or adopted by a committee, a two-thirds (2/3) majority vote by those voting members present must be obtained in order for a resolution to be an adopted resolution of the organization.
Section 7. Rules: Rules governing the conduct of meetings shall be recommended by the National Executive Committee and adopted by NBCSL. Procedures of annual or special meetings of NBCSL, except where specified in the adopted rules of these bylaws, will conform to Robert’s Rules of Order.
Section 1. The officers of NBCSL shall be a President, President-Elect (who shall be of opposite sex), Vice President; Immediate Past President; Secretary; Financial Secretary; Treasurer; Parliamentarian; Chaplain (Ex officio); and such other officers as may be appointed in accordance with the provisions of Section 2 of this Article.
Section 2. Subordinate Officers: The National Executive Committee may, from time to time, select other officers, including but not limited to, one or more assistant secretaries and one or more assistant treasurers each of whom shall hold office for such period, having such authority and perform such duties as provided in these bylaws, or as the National Executive Committee may, from time to time, determine.
Section 3. Election and Term of Office: The officers of the organization, except those appointed by Section 2 of this Article, shall be elected every two years, commencing in 2010, by the members, and each such officer shall hold office until the next election and until his or her successor shall have been elected and qualified or until his earlier death, resignation or removal. Provided, however, the President, President-Elect and Vice President shall be eligible to serve for only one, two year term. Once elected and sworn in at the Annual Conference, said officers shall take office on February 1st.
Section 4. Floor Nominations: Additional nominations may be made from the floor for the offices of a President-Elect; Vice President; Secretary; Financial Secretary; Treasurer and Parliamentarian.
Section 5. Resignation: Any officer may resign at any time by giving written notice to the National Executive Committee, or to the President or the Secretary of the organization. Any such resignation shall take effect immediately upon the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies: A vacancy in any office because of death, resignation, disqualification, or any other cause, shall be filled by the National Executive Committee. If the office is one for which these bylaws prescribed a term, then the vacancy shall be filled for the unexpired portion of the term.
Duties of Officers:
The President shall serve as chairperson of the National Executive Committee and as a member, ex officio, with the right to vote, on all committees with approval or authorization of the National Executive Committee. The President shall preside at all meetings of NBCSL. The President shall sign, execute and acknowledge by the National Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the National Executive Committee, or by these bylaws, to some officer or agent of the corporation. The President shall perform such other duties as are incidental to the office of the President or as may be prescribed by the National Executive Committee.
Section 4. The Treasurer shall have the power to sign checks, notes, bills of exchange; shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate book account of the same to his credit as Treasurer; shall collect and receive or provide for the collection of funds by the corporation; shall deposit all funds in his custody as Treasurer in such banks or other places of deposit as the National Executive Committee may from time to time designate; shall, whenever so required by the National Executive Committee, render an account showing his transactions as Treasurer; shall discharge such other duties as may from time to time be assigned to him or her by the National Executive Committee.
Section 5. The Parliamentarian shall rule on all questions of procedure which come before NBCSL and the National Executive Committee. The Parliamentarian shall make sure order and decorum is preserved at all meetings of NBCSL.
Section 6. Salaries: Elected officers shall receive no salaries. The salaries or other compensation of the staff, other employees and agents shall be fixed from time to time by the National Executive Committee. Elected officers may, however, be reimbursed for such expenses as are necessary for the conduct of their responsibilities or in the performance of their duties.
National Executive Committee:
Section 1. The National Executive Committee is the governing body of NBCSL. The National Executive Committee and NBCSL officers shall have supervision, control and direction of the affairs of NBCSL, its committees and publications; shall implement the polices of NBCSL; shall actively prosecute its objectives, and supervise the disbursement of its funds. The National Executive Committee may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, delegate certain of its authority and responsibilities to committees, divisions, sections, officers, and the Executive Director. The National Executive Committee shall have powers of the organization except those specifically reserved or granted to the members of the Articles of Incorporation or by these bylaws.
Section 2. The National Executive Committee shall be composed of fifty-four (54) Legislators: President; President-Elect; Vice President; Secretary; Financial Secretary; Treasurer; Parliamentarian; Chaplain; twenty-four (24) Legislators, two (2) from each of the twelve (12) NBCSL regions of the United States; twenty-one (21) Legislators elected at large at the National Convention; and the immediate Past President of NBCSL.
Section 3. Twenty-one (21) Legislative members of the National Executive Committee shall be elected at the Annual Meeting by a vote of the members. The Nominating Committee, acting under Article IX, Section 1, shall present to the Annual Meeting a complete list of nominees to NBCSL. Additional nominations may be made from the floor at the Annual Meeting. Vacancies within the Executive Committee between Annual Meetings may be filled by the President. To qualify for a second or subsequent term under this section, a member must have attended at least 50% of the National Executive Committee meetings during their term.
Section 4. Twenty-four (24) Legislative members of the National Executive Committee shall be selected by the twelve (12) NBCSL regions of the United States by the following method: the twelve (12) NBCSL regions of the United States shall have a caucus during the Annual Meeting in which elections to the National Executive Committee shall be held and select two (2) Legislators to represent that region. The Regional Chair and Vice-Chair shall be from different states whenever possible. The names of the Legislators representing the region shall be submitted to the Secretary of NBCSL.
Section 5. Term of Office: Each National Executive Committee member shall hold office for a two-year term and until his successor shall have been elected or qualified or until his earlier death, resignation or removal.
Section 6. Ex officio members: The National Executive Committee shall select, for a one-year term, two (2) members of the Corporate Round Table and the Labor Round Table to be Ex officio members of the Executive Committee. The Ex officio Corporate Round Table members shall be non-voting members of the National Executive Committee and shall serve a two year term. The National Executive Committee may exclude the non-voting members for any closed caucus meetings of the Committee, whenever the Committee deems it necessary.
Section 7. Executive Director as Ex officio Member: The Executive Director shall serve on the National Executive Committee as a non-voting Ex officio member.
Section 8. Chair African American Legislative Staff Coordinating Committee Chair: The Chair of the African American Legislative Staff Coordinating Committee shall serve as a non-voting Ex officio member of the National Executive Committee.
Section 9. Twenty percent (20%) of the National Executive Committee's membership shall comprise a quorum. On any vote not otherwise specified, a simple majority of the members present is required for passage. Each member shall be entitled to vote on any matter coming before the Committee. Voting rights of the member shall not be delegated to any other person or exercised by proxy.
Section 10. Regular meetings of the National Executive Committee shall be held no less than two (2) times a year at such time and place as the Committee shall decide. No more than one (1) meeting during the Annual Meeting of NBCSL may be used to satisfy this requirement. Absence from two (2) Executive Committee meetings within a year, without cause, shall be grounds for removal.
Section 1. Nominating Committee: A Nominating Committee of fifteen (15) members shall be selected by the President at least ninety (90) days prior to the next Annual Meeting in a year in which elections are to be held. The President shall name the chairperson of the Nominating Committee. The Nominating Committee shall present, at the Annual Meeting, a slate of candidates for the election to the National Executive Committee including the offices of President, President-Elect; Vice President, Secretary, Financial Secretary, Treasurer, and Parliamentarian
Section 2. The Chairperson of the Nominating Committee shall preside over the elections of all officers and the elections of all at-large National Executive Committee members.
Section 3. The President shall refer any resolutions offered at the Annual Meeting to Committees of NBCSL that have been authorized by the National Executive Committee. Any Resolution which results from the interim work of a regularly authorized Committee of NBCSL may be discussed and acted upon at any appropriate session during the Annual Meeting, provided the resolution relates to the Committee's purpose and the National Executive Committee approves of the scheduling of such discussion and action.
Section 4. There shall be a Rules Committee, a Budget Committee, a Finance Committee and such other committees as the National Executive Committee may authorize.
Section 5. There shall be a Site Selection Committee of (10) members selected by the President to review bids to host the NBCSL annual meeting and make a recommendation to the entire membership on the convention site. The Executive Director of NBCSL shall be an ex officio member and Chair the committee.
Section 1. The Budget Committee shall make budget recommendations to the National Executive Committee. The National Executive Committee shall submit to NBCSL, at its Annual Meeting, a proposed budget for the coming fiscal year for consideration and adoption by NBCSL. The National Executive Committee may approve transfer of funds within the budget adopted by NBCSL or amend the budget based upon changed revenue projections during the course of the fiscal year by a majority vote for the entire National Executive Committee.
Section 2. The accounts of NBCSL shall be audited by an independent certified public accountant retained by the Executive Director with the approval of the National Executive Committee. Such audit shall be reported to the National Executive Committee by the end of September and to NBCSL at its Annual meeting. The audit shall be a two year audit every two years beginning in 2012.
Upon the winding up, dissolution or change in the non-profit status of this corporation, no part of the corporate net earnings or assets shall inure to the benefits of its officers, directors or private individuals. In fact, these earnings or assets shall be distributed to and among other tax exempt organizations as defined in the Internal Revenue Code Section 501 (c) (3) as amended.
NBCSL, at any Annual Meeting, may amend these bylaws by a three-fifths (3/5) majority vote of all members present and voting, provided that a notice of such amendments be filed with the Executive Director at least thirty (30) days prior to the meeting. Upon receipt of a copy of the proposed amendments, the Executive Director shall forward copies thereof to the entire membership not less than ten (10) days prior to such meeting.
Executive and Staff:
Section 1. Executive Director. The Executive Committee shall appoint an Executive Director and determine the terms and conditions of employment.
Section 2. Duties of Executive Director. The Executive Director shall be the chief administrator of the Conference, responsible for all management functions under the direction of the officers and Executive Committee. The Executive Director shall manage and direct all activities of the Conference as prescribed by the Executive Committee and shall be responsible to the Committee. The Executive Director shall employ members of the staff necessary to carry on the work of the Conference, shall fix their compensation within the approved budget, subject to the direction and approval of the officers and Executive Committee, supervise them in the conduct of their duties, and terminate them as necessary.
Voted on and amended on December 5, 2009