Bylaws

As provided in its Constitution, the name of this organization shall be the Minority Faculty and Staff Association. The Association shall maintain stationary incorporating the Association’s name and shall use such stationary in the transaction of all official organizational business.

The purpose of this organization in accordance with the Constitution, shall be:

1. To promote a greater involvement by minorities in university affairs at the University at Buffalo;
2. To support efforts aimed at developing and maintaining a viable affirmative action program;
3. To encourage and promote a sense of community pride and unity among the minority population at the university;
4. To improve communication and services between the university and minority community, and other area minority or black faculty and staff associations;
5. To encourage minority student enrollment in this university and its academic departments inclusive of, but not confined to the Educational Opportunity Center and Educational Opportunity Programs but, at all levels. To actively seek to improve the quality of life with special emphasis on minority students at this university; and
6. To carry out Association projects and social activities as determined by the membership.

• Section 1—Eligibility: Eligibility for membership in this organization shall be available to all full and part-time minority faculty and professional staff of the University at Buffalo who agree to the purposes stated in the bylaws.
• Section 2—Composition: Voting membership shall be limited to faculty and professional staff listed on the Association’s membership roster. The membership roster shall be developed by the Association using the University’s Personnel Department Listing of Current Minority Faculty and Professional Staff employees at the University at Buffalo. Definitions of current and minority faculty and professional staff will be exclusively determined by the Association.
• Section 3—Continuing Eligibility: Continuing voting eligibility will be based on attendance at a minimum of two thirds (66 2/3%) of all regularly scheduled meetings of the Association unless the Association excuses a member’s absence. No member’s absence may be excused unless such excuse is provided in writing upon due notice.
• Section 4—Special Voting Requirements: Only members who have paid for the current academic year shall be permitted to vote for officers and the Executive Committee of the Association.
• Section 5—Membership Classes: Membership in the Association shall include the following categories:
  1. Active members—shall be those persons who agree to accept a responsible role in ongoing programs and/or activities of the Association, who have maintained a satisfactory attendance record and who make a good faith effort to pay active member dues.
  2. Contributing members—shall be those persons who indicate either by payment or annual dues, by rendering valued service in behalf of the Association, their support of the Association’s programs and/or activities.
  3. Cooperating members—those members of the University or Community, who the Association deem as person who should be recognized as a member of the Association. This class of membership can’t vote on Association matters.
  4. Honorary members’shall be those persons who the Association recognizes with a token of esteem as having been a benefactor of the organization, in a special manner. Honorary membership may be conferred by a majority vote of the active membership. This class of membership can’t vote on Association matters.
• Section 6—Active Members Duties: Active members shall have the responsibility of attending to and participating in regular and other meetings of the Association for the purpose of considering all matters and affairs of the Association.

• Section 1—Assessment: Dues will be assessed each member of the Association according to an approved dues schedule. The schedule will be formulated and revised when necessary by the Executive Committee. Two thirds (66 2/3%) votes of the full membership or one half (50%) votes of dues paid members are required for approval of all dues changes. Due notice must be given regarding dues increases before such increases may be approved.

Amendment to the MFSA Dues Schedule—March 29, 2017

Article IV - Finance, Section III of the MFSA’s Constitution stipulates the Association shall assess and collect dues in an amount stipulated in the Associations’ Due Schedule.

The Minority Faculty & Staff Association Dues schedule is based on an academic year. Membership dues for the academic year would be due as of September 1 each year and cover the period September 1, xx through August 31, xx.

Payment options: Membership dues can be paid via cash, check or money order.

• Membershipl Dues are $30.00.

• Section 2—Purposes: Dues may only be used to pay for necessary and reasonable expenses incurred by officers of the Association for official Association business.
• Section 3—Dues Issues Voting Requirements: All issues concerning the nature and extent of dues, its uses, limitations, and dispensations shall be decided by two thirds (66 2/3%) of the full membership or one half (50%) of the dues paying members votes. Before any resolutions, determinations, decision vote or otherwise is effective, due notice must have been provided the Association’s membership.

• Section 1—Purpose: The Association shall be governed by a Governing Board who exercise all the powers and duties of the Association except as hereinafter or by statute is or maybe otherwise provided.
• Section 2—Composition: As provided in the Constitution, the number of directors shall constitute all active and dues paying contributing members who are listed on the Association’s current membership roster. No election, selection or designation will be a precondition to membership on the Governing Board.
• Section 3—Term of Office: The Governing Board shall serve for a one (1) year term or if no term is designated until the close of the calendar year on December 31 of the year in which service begins.
• Section 4—Resignation: A Governing Board member may resign at anytime by filing written notice with the President or Recording Secretary. Unless an effective date is specified in the notice of resignation, it shall become effective upon receipt and no action shall be necessary to make the resignation effective.
• Section 5—Powers and Duties: The Governing Board shall have general charge of the affairs of the Association with the power to direct all its activities. They shall hold and control all its properties and funds and shall have the power to appoint such committees as they deem necessary. They shall have power to raise money for the support of the Association and direct disbursements of such funds and to exercise such further and additional powers of the Association except those which by statute or by the bylaws are conferred upon or reserved to the membership. They may employ any person for any necessary reasonable or agreed upon activities as the Association deems required. The Association’s Governing Board shall interpret, advocate and represent the Association and its programs to the Community at large unless such powers are delegated to or exercised by the Executive Committee.
• Section 6—Meetings: Regular meetings of the Board shall be held monthly or such other times as the Board may determine by resolution. Special meetings of the Board may be called by the Executive Committee, a majority of the Board members or the President if he/she finds extraordinary events necessitate such a meeting. The President must provide in writing his/her reasons for the special meeting to the Governing Board at least two hours prior to such a meeting.
• Section 7—Quorum: At all meetings of the Board, five members plus one additional member for every ten members (or fraction thereof) of the Board in excess of fifteen shall be necessary to transact Association business. If a quorum shall not be present, the directors present may adjourn the meeting. Nevertheless, they may discuss Association matters, listen to announcements until a quorum shall be present. When a previously adjourned meeting has been called to order as a result of the existence of a quorum, any business discussed and considered may be transacted as though the adjourned meeting had been duly opened.
• Section 8—Voting: At all meetings of the Board each Governing Board member shall have one vote except as otherwise provided by these Bylaws, the act of a majority of the Board present at a meeting shall be the act of the Board.
• Section 9—Vacancies: Vacancies on the Board during terms of office, whether occurring upon removal with cause, or due to an increase in the member of Governing Board members or otherwise, shall be filled for the remainder of the term by the vote of a majority of the directors present at a meeting.
• Section 10—Removal of Governing Board Members: All or any of the Directors may be removed (a) either with cause at any time by two thirds (66 2/3%) votes of the General membership; (b) by two thirds (66 2/3%) votes of all Governing Board members then in office.
• Section 11—Advisory Council: The Governing Board may create an Advisory Council which shall include former members of the Board who are ineligible to be reelected and such other persons as shall be determined from time to time, by resolution of the Board. The members of the Advisory Council shall be entitled to attend meetings of the Board and to be heard with regard to business before the Board, but shall not be entitled to vote on any such business.
• Section 12—Annual Report: The Governing Board shall prepare, report and submit an annual report detailing activities, accomplishments, problems and special events the Board has engaged in or encountered during the preceding program year. A program year shall begin at the first regularly scheduled meeting in September and extend through August of the ensuing calendar year. The Chairperson shall submit the annual report at the aforementioned September meeting or at an Annual Meeting whichever occurs earlier. The Recording Secretary and Association Historian will maintain current and past annual reports, respectively, on file for use and reference by the Association.
• Section 13—Minutes: The Recording Secretary shall keep the minutes of the meetings of the Governing Board, and cause them to be recorded in a book for that purpose. These minutes shall be presented to the Board at the next regularly scheduled meeting for approval.

• Section 1—Standing Committees: The Standing Committees of the Association, the Chairman of which shall be elected annually by the Board in the same manner as the officers of the Association, upon recommendation of the Association President, shall be:
  1. Administration/Internal Operations
  2. Communications
  3. Finance
  4. Funding and Resource Development
  5. Long Range Planning
  6. Nominating
  7. Public Relations/Community Service RELATIONS/COMMUNITY SERVICE
  8. Program Planning & Development
  9. University Affairs

In addition to any responsibilities or authority specifically delegated by the Board, unless otherwise limited by resolutions adopted by a majority of the Board, the purpose and specific duties/charges of the Standing Committee shall be designated by the Board of Directors upon recommendation of the Executive Committee.

• Section 2—Nonstanding Committees: In addition to the Standing Committees of the Association, the Board may, as it deems desirable or necessary, establish various other committees, sub committees, task forces, planning operations groups, etc.; these other committees shall have only those powers specifically delegated to them by the Board a din no case shall have powers which are expressly or implicitly authorized for the Standing Committees or the Executive Committee of the Board. The members of such special committees may be appointed by the President, the Executive Committee or by a majority of the Governing Board. Such committee appointments must be duly communicated to the Board.
• Section 3—Ex Officio Members: The President and Vice Chairman of the Association shall be ex-officio members of all committees of the Association.
• Section 4—Committee Reports: The Chairperson of each committee (Standing and Non-standing) shall submit regular reports of such committee to the Board as the Board may direct.
• Section 5—Miscellaneous: The Provision of Article VII with regard to term, vacancies, removal and resignation of officers shall apply to the Committee Chairperson and members of committees of the Association with the same effect as if _________ officers of the Association.

• Section 1—Number: The Officers of the Association shall be elected every two years at the Association’s election meeting by the Governing Board. Only members who have paid their dues, current year assessment, may elect Officers or the Executive Committee. Ceremonial or Ministerial Officers may be appointed from time to time by resolution of the Board.
• Section 2—Term: Each Officer shall assume office at the meeting next following the Biannual Election Meeting and shall serve (at the pleasure of the Board and) until the next Biannual Election meeting and/or the election and qualification of a successor.
• Section 3—Vacancies: All vacancies in any office shall be filled for the unexpired portion of the term by the Board without undue delay at its next regular meeting or at a meeting specifically called for that purpose.
• Section 4—Removal: The Board may remove any officer elected or appointed by it, with or without cause, by a majority vote of the entire Board.
• Section 5—Resignation: Any Officer may resign at any time by giving written notice to the Board, the President or Recording Secretary. Unless our effective date is specified in the notice, it shall become effective upon receipt and no action shall be necessary to make the resignation effective.
• Section 6—Duties: Officers of the MFSA shall be: (a) Chairperson, (b) Vice-Chairperson, (c) Recording Secretary, (d) Corresponding Secretary, and (e) Treasurer.
  1. The President/Chairperson is the Chief Administrative and Executive Officer of the MFSA.
  2. The Chairperson shall call and preside over the meeting, coordinate Association operations, and represent the organization when and where appropriate.
  3. The Vice President/Vice Chairperson shall represent the Chairperson in the event of his/her absence.
  4. The Recording Secretary shall accurately record and maintain minutes of all meetings and shall read these minutes at each regular session of the MFSA and at special meetings called by the Chairperson.
  5. The Corresponding Secretary shall handle and file all correspondence as required by the Chairpersons and shall send out notices of all regular and special meetings.
  6. The Treasurer shall receive all MFSA monies, make deposits, disbursements, maintain accurate records and make regular reports of the MFSA accounts. The Treasurer shall advise the Association on its financial status in a full written report at least once a year.
• Section 7—Sequence of Authority: The sequence of authority in the absence of the Chairperson is: Vice-Chairperson, Treasurer, Recording Secretary, Correspondence Secretary.

• Section 1—Composition: The Executive Committee shall consist of the five officers of the Association and four Board designated members. Such designations may only occur by resolution adopted by a majority of the Board. The Executive Committee shall serve at the pleasure of the Board.
• Section 2—Powers and Duties: The Executive Committee shall advise and aid the officers of the Association in all matters concerning the Association’s business. When the Board isn’t in session, the Executive Committee shall have and may exercise all the powers and authority of the Board with reference to the conduct of such business, subject to the limitations in Section 3 of this Article and as restricted by resolution of the Board. It shall also be responsible for defining the purpose, specific responsibilities and membership of the Standing Committees, and upon due notice to the Board, making such modifications to the Standing Committees as deemed necessary from time to time.
• Section 3—Limitations: The Executive Committee shall not have the authority as to any of the following matters:
  1. Submission to the General Membership of any action as to which the General Membership’s authorization is required by law;
  2. The filling of vacancies on the Board or on the Executive Committee;
  3. The amendment or repeal of these Bylaws, or the adoption of new Bylaws;
  4. The usurpation of the Officers powers granted by the current or future Association Bylaws; current or future Association Constitution; and
  5. Any other matter as to which authority is prohibited by statute or by these or future Association Bylaws or by current or future Association’s Constitution.
• Section 4—Meetings: Regular meetings of the Executive Committee may be held without call or notice at the times and places as the Executive Committee from time to time may fix in advance. Other meetings of the Executive Committee may be called by any member thereof either by oral telephone communication or written notice not later than the day prior to the date sent for such meeting. The notice shall state the date, time and place of the meeting and, if by telephone or in writing shall be addressed to each member at their address as shown on the records of the Corresponding Secretary shall give the required notice calling the meeting.
• Section 5—Quorum: At any meeting of the Executive committee, six members shall constitute a quorum. Any action of the Executive Committee must be authorized by the affirmative votes of two thirds (66 2/3%) of the members thereof present, and in any event, shall not require less than four affirmative votes.
• Section 6—Minutes: The Recording Secretary shall keep the minutes of the meetings of the Executive Committee and cause them to be recorded in a book for that purpose. These minutes shall be presented to the Board from time to time for its information.
• Section 7—Annual Report: The Executive Committee shall prepare and submit an annual report detailing activities, accomplishment, problems and special events the Committee has engaged in or encountered during the preceding program year. A program year shall begin at the first regularly scheduled meeting in September and extend through August of the ensuing calendar year. The Chairperson shall submit the annual report at the aforementioned September meeting or at an Annual Meeting, whichever occurs earlier. The Recording Secretary and Association Historian will maintain current and past annual reports, respectively, on file for use and reference by the Association.

• Section 1—Composition: The General Membership shall consist of all members who are non Governing Board Members of the Association. The number of General Members can’t exceed the number certified as eligible for membership on the Membership Roster.
• Section 2—Duties: The General Membership may exercise all powers granted to “Members” under the provision of the Not-for-Profit Corporations Law of the State of New York except as to powers to the Governing Board. Nevertheless, the General Membership shall be deemed to be members and may take any action required or permitted to be taken.
• Section 3—Annual Meeting: The Annual Meeting of the Membership shall be held each year at the date, time and place established by the Board and communicated with the notice to the General Membership and Board.
• Section 4—Notice of Meeting: Written notice of the date, hour and place of any annual or special meeting of the General Membership shall be given to each General Member and Board Member by mail sent to each General Member and Board Member’s address as it appears on the Membership Roster of the Association, not less than ten (10) nor more than thirty (30) days prior to the meeting. The notice of any special meeting shall state, in addition, the purpose or purposes for which and by or whose direction the meeting is being called.
• Section 5—Special Meetings: Special meetings of the General Membership for any purpose or purposes may be called by a majority of the Governing Board or a majority of the General Membership. Any request for a Special Meeting shall state the purpose or purposes of the proposed meeting. All special meetings of the General Membership shall be held at a date, time and place established by resolution of the Board or General Membership, or as stated in the notice of meeting.
• Section 6—Quorum: A majority of the General Membership, no less than twenty (20) no greater than eighty (80) shall constitute a quorum for the Annual Meeting or a Special Meeting. If a quorum isn’t present or represented by proxy at any meeting, a majority of the present Members may adjourn the meeting.
• Section 7—Voting: At any meeting of the General Membership, each General Member shall have one vote and the act of a majority of the General Members present, in person or by proxy shall be the act of the General Membership on all questions, unless specifically regulated by Statute or these Bylaws.
• Section 8—Proxies: Every General Member having a right to vote at any meeting or to express consent or dissent shall be entitled to authorize another person or persons to vote for him/her by proxy. Every proxy must be in writing and executed by the General Member or his/her attorney—in-fact thereunto duly authorized in writing. Every proxy, unless it states that tit is irrevocable as permitted by law, shall be revocable at the pleasure of the person executing it. No proxy shall be delivered, in person or by mail, to the Corresponding Secretary not less than twenty four (24) hours prior to the time fixed for the meeting at which the proxy is to be exercised.
• Section 9—Order of Business: The order of business at all meetings of the General Membership shall be as follows:
  1. Roll Call
  2. Proof of notice meetings
  3. Reading of minutes of previous meetings
  4. General reports
  5. Unfinished business
  6. New business
• Upon the vote of a majority of the General Members present, in person or by proxy, the calling of the roll and the reading of the minutes may be waived and business may be transacted in an order other than as set forth herein.
• Section 10—Resignation: A General Member may resign at any time by written notice to the President or the Corresponding Secretary. Unless an effective date is specified in the notice, it shall become effective upon receipt, and no action shall be necessary to make the resignation effective.
• Section 11—Vacancies: Vacancies in the General Membership occurring during terms of office, whether upon removal for cause, death, separation from the University or increase in the number of General Members under as stipulated in this Article, shall be filled by the vote of a majority of the General Membership, in person or by proxy.

Section 12—Record of Proceedings: The General Membership Body shall keep or cause to be kept a record of all of its proceedings by the Recording Secretar

• Section 1—Administration: The President (Chairperson), with the consent of a majority of the Governing Body, shall appoint a Bylaws Committee to study and make recommendations for the clarification or modifications to these Bylaws. Bylaws Committee may only serve two consecutive terms. The Committee’s Term shall not extend beyond a calendar year. The Bylaws Committee serve at the pleasure of the Board.
• Section 2—Interpretations: These Bylaws are to be strictly construed. In cases of clear ambiguity, common sense and equitable interpretations shall prevail. Conflicts between general and specific provisions are resolved in favor of the specific interpretations unless there are clear and convincing reasons to prevail to the contrary. Unless delegated by the President (Chair) to a Parliamentarian or other Member, the President (Chair) may be overruled by a two-thirds (66 2/3%) vote of all Members at a duly constituted (i.e. quorum) meeting.
• Section 3—Rules for Governing Meetings: Roberts Rules of Order shall govern all meetings of the Association and its Committees. The Association may utilize the flexible version of Roberts Rules of Order at any meeting or task force provided notice.

These Bylaws may be amended at any special meeting of the General Membership by a two thirds (66 2/3) vote of the General Membership or simple majority of the Governing Board, at any regular Board meeting. Notice specifying proposed changes must be in writing specifying the proposed change or changes and submitted to the General Membership or Board in advance of the before mentioned special and regular meetings, at least ten (10) days before the respective bodies are asked to vote on such amendments

Revised: June 12, 2008, March 29, 2017

These Bylaws shall take effect at 12:01 a.m. December 31, 1982, and extend indefinitely, subject to alteration, amendment,, or repeal, in whole or part as specifically provided in these Bylaws.