ARTICLE I. NAME, ARTICLES OF ORGANIZATION, PRINCIPAL OFFICE & SEAL
The name by which the Corporation shall be known is BLACK ALUMNI/AE of The MASSACHUSETTS INSTITUTE OF TECHNOLOGY, INC. herein referred to as"BAMIT". “Black,” as used in the full name of the organization, as symbolized by the “B” in “BAMIT” and as used throughout the Bylaws, refers to anyone who self-identifies as being of African descent or heritage.
1.2 Articles of Organization
BAMIT is a corporation organized under Chapter 180 of the Massachusetts General Laws for the purposes enumerated in its Articles of Organization, as they may be amended from time to time. These Bylaws, the powers of BAMIT and its members, directors and Officers and all matters concerning the conduct and regulation of the affairs of BAMIT, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
1.3 Principal Office
The principal office of BAMIT in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization. The Board of Directors may change the location of the principal office effective upon filing of a certificate with the Secretary of the State of the Commonwealth of Massachusetts.
The BAMIT seal shall be in such form as the Board of Directors shall determine and shall contain the name of BAMIT, Massachusetts, 1992 and any other such matters as the Board of Directors may determine. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise formed.
ARTICLE II. PURPOSE & MISSION
BAMIT shall be a nonprofit, educational organization whose purpose is to serve the needs of Black students, Black faculty and researchers of MIT, and the Black community with particular emphasis on architecture, science, engineering, technology, education, and related fields such as urban planning, policy and management of technology, invention, innovation, and entrepreneurship.
BAMIT is a membership-driven organization of Black MIT Alumni/ae that collaborates with other organizations to achieve the following goals:
- Support the professional and personal development of Black alumni/ae;
- Support MIT, with a special focus on the recruitment, development, and successful degree completion of Black undergraduate and graduate students , as well as, the recruitment, retention, and successful tenure achievement of Black faculty and researchers; and
- Strengthen Black communities worldwide to which alumni/ae are committed, particularly insofar as architecture, science, engineering, technology, and education can contribute to the development of these communities.
2.3 Changes to Purpose & Mission
Changes to the purpose and mission of BAMIT shall be made using the same process for amending the Bylaws and Articles of Organization as stated in ARTICLE IX of these Bylaws.
ARTICLE III. MEMBERSHIP, DUES & ANNUAL MEETINGS
3.1 Classes of Membership, Qualification, and Rights
There shall be three categories of membership: Regular Members, Associate Members, and Honorary Members.
3.1.1 Regular Members
All persons who have received a degree from the Massachusetts Institute of Technology (MIT), or who were registered at MIT for at least two terms with a class that has already graduated, are eligible to become a regular member upon the payment of dues.
3.1.2 Associate Members
Persons who do not qualify as Regular Members may apply to be Associate Members. Associate Members shall pay dues as established by the Board of Directors and shall be entitled to all the rights and privileges of membership as Regular Members except that Associate Members may not vote or hold office in BAMIT. Student members are considered to be Associate Members.
3.1.3 Honorary Members
By a two-thirds vote of the Board of Directors, persons not eligible to be Regular Members may be elected Honorary Members of a one-year term, five-year term, or life. Honorary membership is to recognize those persons who have donated tangible or intangible assets to BAMIT or otherwise furthered the goals of the organization. Honorary Members may not vote or hold office in BAMIT. Honorary Members need not pay dues.
Members may be required to pay dues as approved by the Board of Directors and appropriate local chapters.
3.3 Annual Meeting
A meeting of the membership shall be held annually at a time and place to be determined by the Board of Directors. Notice shall be given in writing to all Members entitled to vote no less than seven (7) days before the meeting. Members may vote in person or by proxy. A quorum shall consist of ten or more Regular Members, either in person or by proxy. At each Annual Meeting, there shall be an installation of the elected officers and appointed positions of BAMIT for the ensuing year. At any such meeting, each Regular Member shall be entitled to one vote for such business as may be transacted.
ARTICLE IV. BOARD OF DIRECTORS
The business, property, and affairs of BAMIT shall be managed and controlled by the Board of Directors.
The Board of Directors shall consist of the Officers and a maximum of eight other representatives (a total of 16 maximum) and its members are herein referred to collectively as Directors and individually as a Director. The Officers will consist of a Chair, Vice Chair, Recording Secretary, Corresponding Secretary, Treasurer, Parliamentarian, Clerk and President. Members of the Board of Directors shall be determined by ballot vote of the membership. Officers of the Board of Directors, other than the President, shall be elected by the directors, each for a one (1) year term. The President of BAMIT shall be determined by ballot vote of the membership.
Each Officer must be a dues-paying Regular Member. Other Directors may be appointed to the Board by a two-thirds vote of the Board. Individuals need to demonstrate achievement as volunteer leaders in BAMIT, MIT Alumni/ae Association, or other similar volunteer organizations or activities. Directors need a general, national perspective to set policy and direction for BAMIT programs, activities, and operations. The Nominating Committee shall make every effort to present a slate of candidates for election who are representative of the diversity of the alumni/ae body in gender, course of study, professional career, year of graduation, and current geographical location.
Members of the Board of Directors shall serve in their elected positions for a term of two (2) years. Upon re-election, Directors can serve consecutive two (2) year terms.
Officers and Directors may resign by delivering a written and signed resignation to the Chair and Recording Secretary of BAMIT. Such resignation shall be effective upon delivery. A Director may be removed by a two-thirds vote of the entire Board of Directors when, in their judgment, the best interests of BAMIT would be served thereby.
4.6 Meetings, Quorum & Proxies
The Board of Directors shall meet face to face at least twice annually. When necessary, Directors may participate by conference call or other communications medium (e.g., Internet). A majority of the entire Board of Directors then in office shall constitute a quorum. Except where otherwise specified in the Bylaws, at any Board of Directors meeting at which a quorum is present, decisions shall be made by a majority of the Directors present (including those present by telephone or other communications medium). The Chair shall vote only in the case of a tie. Directors who are unable to attend a board meeting should attempt to inform the board and chair in writing prior to the meeting and if such a prior notice is given and can pass their proxy to an attending Director for specific topics in that meeting. Directors are required to attend all Board of Director meetings and will be automatically up for review for removal from the Board of Directors if they miss two (2) consecutive regularly scheduled meetings of the Board of Directors.
Actions on Behalf of the Board The Officers, comprising the Executive Committee of BAMIT and chaired by the Chair of the Board of Directors, may act on behalf of the Board of Directors on all matters not specifically requiring a vote of the Board of Directors. A majority of the Officers then in office shall constitute a quorum.
Officers and Directors shall not receive any salary for their services unless voted on by the membership. Nothing contained herein will be construed to prohibit any Officer or Board Member from serving BAMIT in another capacity and receiving compensation for his or her services. Any compensation paid to an Officer, Director or member shall be disclosed in the year end statements of financial position prepared by the Treasurer and presented to the membership.
ARTICLE V. OFFICERS & THEIR DUTIES
The Chair shall preside over all, Board of Directors and Executive Committee meetings. He or she may also appoint ad hoc committees of the Board of Directors and define the duties of such committees of the Board of Directors. The Chair shall have full power in the strategic and governance affairs of BAMIT, including the signing of the BAMIT documents. He or she shall set and establish the policy of BAMIT and/or other functions and activities under the direction of BAMIT, subject to the approval of the Board of Directors. The Chair can hold only one officer position and is ex-officio member of all BAMIT standing, operating, or ad-hoc committees, with the exception of the Nominations Committee.
5.2 Vice Chair
The Vice Chair shall in the absence of the Chair perform all of the duties and have all the powers of the Chair. He or she shall serve as an ex-officio member of all standing committees, except for the Nominations Committee, and will serve as the public relations liaison for BAMIT. The Vice Chair shall also have such powers and perform such other duties as shall be assigned by the Executive Committee and/or the Board of Directors. The Vice Chair shall assist the Chair in the development and implementation of a long-range plan.
The President shall manage the day-to-day operations of BAMIT and shall preside over all general membership, standing and ad hoc operating committees assigned to the President by the Executive Committee, Board of Directors, and/ or By-Laws. He or she will be responsible for the joint development, with other members of the Board of Directors, and the execution of all BAMIT policies, directives, and initiatives, subject to the approval, as defined by these Bylaws, of the Executive Committee, and/or the Board of Directors. He or she shall direct all daily affairs of BAMIT and, in general, will have full and active charge of the operational management thereof. He or she may appoint other members to an operating committee, to assist in the operational management of BAMIT and define the duties of such committee(s). The President can hold only one officer position. The local BAMIT chapters will report to the President.
5.4 Recording Secretary
The Recording Secretary shall keep a record of the proceedings of BAMIT and keep the corporate seal. He or she shall complete and countersign all documentation deemed necessary by the board of directors. He or she shall serve all notices required by law or the bylaws. He or she shall maintain the archives and official records of the organization and provide assistance in maintaining the bylaws. He or she will maintain a directory of the current Board members, committee chairs, chapter officers and volunteers. He or she will serve as the assistant Treasurer for BAMIT by supporting the duties of the Treasurer or taking over in the case of the Treasurer being incapable to perform his or her duties due to absence, illness, incapacity, resignation, or other just cause. He or she shall serve as a member of the advocacy, membership and nominating committees. If the Recording Secretary is a resident of the Commonwealth of Massachusetts, he or she can also serve as the Clerk.
5.5 Corresponding Secretary
The Corresponding Secretary shall be responsible for all the formal correspondence of BAMIT to the members, volunteers, external requests, etc. Including, with the approval of the Board, reports to the MIT Alumni/ae Association and/or MIT. The Corresponding Secretary is responsible for establishing, education, and maintaining the communication protocols and policies of BAMIT, BAMIT brand in terms of voice and tone, as well as the organizations official editorial standards. If the Corresponding Secretary is a resident of the Commonwealth of Massachusetts he or she can also serve as the Clerk.
A resident of the Commonwealth of Massachusetts shall be appointed by the Board of Directors to serve as the statutorily mandated Clerk of the Corporation.
The Treasurer shall furnish, prepare and keep a full set of books of account showing details of the business and BAMIT's accounts and all receipts and disbursements of every name and nature, the amount of cash on hand, and the amount of money owed by BAMIT or owing to it and such other information as may be pertinent to the judgment of the Treasurer, or such as may be required by the officers of the Board of Directors. The Treasurer is responsible for the preparation, presentation, and communication of the BAMIT budget to the Board, its Officers, and the membership. He or she shall serve as chair of the Finance Committee.
The Parliamentarian ensures education and adherence of all officers, members, volunteers and applicable BAMIT meetings, including worldwide, Board of Director, Executive Committee, Operations, Annual meetings to Parliamentary procedure as defined by Roberts Rules of Order Newly Revised.
ARTICLE VI. NOMINATION & ELECTION OF OFFICERS & BOARD MEMBERS
Nominations of other Directors shall be solicited by the Nominating Committee of BAMIT in the following manner:
- A call for nominations shall be made by mail and shall precede the distribution of ballots by at least thirty (30) days.
- Nominations of Directors shall be accepted from any Regular Member for a period of thirty (30) days following the call for nominations.
- A ballot shall be formulated consisting of those names of those persons who have accepted nomination and shall be distributed to all Regular Members for a period of at least thirty (30) days before the call for a vote, or the date ballots are due to be returned for a count.
- Write-in votes shall be permitted.
In case of a vacancy in any elected Board position, the Board of Directors shall appoint a member to fill the vacant position by two-thirds vote of the Board of Directors then in office, as soon as possible until the election of a new Director. Thereafter, the position shall be filled through a normally scheduled election of the Board of Directors .
ARTICLE VII. COMMITTEES
7.1 Standing Committees
The purpose of the standing committees is to develop and execute tasks associated with the operations of the organization. Standing committees should consist of a minimum of three people and are required to meet at least twice a year. All standing committees' reports shall be submitted via the Chair to the Board for approval prior to being made available to the membership. Standing committees must submit a written annual report at the end of each year. The chairperson of each standing committee with the exception of the membership committee, shall be appointed by the Chair subject to the approval of the Board of Directors. Other members of standing committees will be volunteers from the Board of Directors, BAMIT membership, MIT Community, and other individuals who have relevant experience or knowledge to add value to the Committee’s mission and objectives. The standing committees of BAMIT and the corresponding duties of each standing committee shall be:
7.1.1 Advocacy Committee
The purpose of this committee shall be to:
- facilitate and manage the research, data, analysis, findings, and recommendations for the Advocacy topics determined by the BAMIT Board of Directors;
- produce the annual report on the State of Black Affairs at MIT and Advocacy topics the Committee has been working on, and;
- produce an annual report in collaboration with other partners, including MIT and BAMIT entities and chapters on the worldwide the state of the Black community as it relates to architecture, science, engineering, technology, advance research, education, and topics related to urban planning, policy and management of technology, invention, innovation, and entrepreneurship.
7.1.2 Culture, Ethics, and Values Committee
The purpose of this committee shall be to:
- Assist the Board of Directors in defining the culture, values, and ethical behavior of the organization’s leaders, volunteers, members, and vendors;
- be a sounding and review Board for allegations of poor ethical behavior on behalf of any Director, Officer, volunteer, member, vendor, partner or affiliate; and
- measure, continuously check, and promote the culture, values, and ethics BAMIT stands for through education, communication, best practice dissemination, and process enhancements and recommendations made to BAMIT overall.
7.1.3 Finance Committee
The purpose of this committee shall be to:
- prepare and present the annual budget to the Board of Directors for presentation at the annual meeting;
- provide recommendations and guidance to the Board of Directors and committees on the use of funds;
- recommend policies related to BAMIT’s financial operations;
- recommend strategies for investing BAMIT’s assets and;
- oversee any auditing or review activities related to BAMIT’s accounts, vendors, and financial operations.
The Finance Committee can be comprised of a Budget, Audit, and/or Investment committee until such time it is determined to separate these committees as determined by the value of assets under management or required by international, national, state, or local laws.
7.1.4 Membership Committee
The purpose of this committee shall be to:
- maintain the membership list and prepare and distribute a membership roster at least once a year;
- oversee the development of the annual membership drive including the collection of dues; and
- develop and maintain a long-range plan for increasing and maintaining participation from all eligible sectors of the MIT alumni/ae body and others eligible for membership.
7.1.5 Nominations / Volunteer Development Committee
The purpose of this committee shall be to:
- identify a slate of candidates to be presented for election for all open Officer and Board positions;
- oversee the production and mailing of the ballot to the general membership;
- conduct the election including the distribution of ballots and the announcement of election results; and
- take responsibility for the production of a final report of election results that is mailed to membership.
This Committee is responsible for the identification and recruitment of new BAMIT volunteers who can be added to various committees. This committee is also responsible for managing all processes related to the identification and nomination of Black alumni/ae, dues-paying members of the organization, officers, volunteers, Advisory Committee members, and other BAMIT friends and affiliates to any international, national, regional, state, local, or MIT committees, Boards, appointments, search committees, policy-making bodies, et al. This committee should keep and maintain profiles of all applicable candidates in a secure, private, and confidential location, preferably in a BAMIT private database, for reference. Neither the Chair, Vice Chair, nor President can be a member of the Nominations Committee.
7.1.6 Public Relations Committee
The purpose of this committee shall be to:
- recommend, manage, and execute with the Board of Directors, Operations Committee and Volunteers an annual public relations strategy;
- educate BAMIT Officers, Directors, and others on how to interact with the media and how best to represent BAMIT on any topic;
- develop and maintain BAMIT’s relationships with the worldwide media and MIT; and
- handle all interactions with the media, including and not limited to press conferences, media kit preparations, press releases, and general media inquiry.
7.1.7 Resource Development Committee
The purpose of this committee shall be to establish long-range goals for resource development/fund raising that support BAMIT initiatives, and to develop and manage annual fund raising campaign and events.
7.2 Advisory Committees
The Board of Directors may appoint an Advisory Committee to advise BAMIT on ways and means of achieving its goals. Advisory Committee members need not be members of BAMIT.
ARTICLE VIII. LOCAL CHAPTERS
8.1 Establishment/Revocation of Local Chapters
A group of twenty (10) or more dues paying Regular Members of BAMIT living in the same geographical area may apply to the Board of Directors for recognition as a local chapter. In certain cases where it is deemed in the best interests of BAMIT, the Board of Directors may grant recognition to a Chapter with fewer than twenty (10) Regular Members. The Board of Directors may in its discretion revoke the group's recognition as a local Chapter. Each Chapter shall include the name of the area in which it is located preceded by the name BAMIT. Chapters must submit an annual report of their activities, finances, programs, officers, sponsors, members and any other related information to the President, Treasurer, and Recording Secretary for inclusion in BAMIT’s annual report, National Meeting reports to Members, local, state, and federal filings, and any other reports required by law or for MIT and sponsors.
8.2 Rights of Local Chapters
A Chapter shall be eligible to receive funding from BAMIT to use the BAMIT name in conjunction with its Chapter activities. However, although local chapters will be recognized as "geographic special interest groups" affiliated with BAMIT, they are not legal entities and therefore are not recognized to do business on behalf of BAMIT in any legal or fiduciary sense unless specified by policies and procedures outlined by the Board of Directors or approved in advance by the President or Board of Directors. Only the Board of Directors can act in a legal or fiduciary capacity on behalf of BAMIT. Nonetheless, chapters are required, on a regular basis, to provide all pertinent and relevant reports to the President of BAMIT as mandated by the Board.
ARTICLE IX. AMENDMENT OF THE ARTICLES & BYLAWS
These Bylaws may be amended by a two-thirds vote of the Regular Members entitled to vote at any annual or special meeting of Members at which a quorum is present, if notice of the substance of the proposed amendment is stated in the notice of such meeting. If authorized by the Articles of Organization, the Board of Directors, by a majority of their number then in office, may also make, amend, or repeal these Bylaws, in whole or in part, except with respect to any provision that by law, the Articles of Organization of these Bylaws requires action by the Regular Members.
9.2 Notification of Change in Meeting Date
No change in the date, if any, fixed in these Bylaws for the annual meeting of Members may be made within thirty (30) days before the date fixed in these Bylaws, and in case of any change in such date, notice thereof shall be given to each member in person or by letter mailed to his or her last known post office address at least twenty (20) days before the new date fixed for such meeting.
9.3 Notification of Change in Substance of Bylaws
No later than the time of giving notice of the meeting of Members following the making, amending or repealing by the Board of Directors of any bylaw, a notice stating the substance of such change shall be given to all Members entitled to vote on amending the bylaws.
9.4 Changing Amendments Adopted by the Board of Directors
Any Bylaw adopted by the Board of Directors may be amended or repealed by a two-thirds vote of the Members entitled to vote.
ARTICLE X. MISCELLANEOUS
10.1 Fiscal Year
Except as otherwise set forth in the Articles of Organization or as otherwise determined from time to time by the Board of Directors, the fiscal year of BAMIT shall end in each year on June 30.
10.2 Execution of Instruments and Evidence of Authority
All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of BAMIT in its behalf shall be signed by the Chair and the Treasurer, unless otherwise directed by the Board of Directors.
In the event of the termination, dissolution, or liquidation of BAMIT in any manner or for any reason whatsoever, its assets, if any, remaining after the payment of all of the liabilities of BAMIT shall be distributed pursuant to Chapter 180, Section 11A, to one or more organizations with similar purposes and exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, in such manner and in such proportions as shall be approved by the vote of two-thirds of the Members entitled to vote at any meeting of Members for which at least thirty (30) days prior written notice has been given.
Any determination that any provision of the Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
All pronouns used in these Bylaws shall be deemed to refer to the singular or plural, as the identity of the person or persons may require.
ARTICLE XI. PARLIAMENTARY AUTHORITY
11.1 Governing Rules
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern BAMIT in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order BAMIT may adopt.