BYLAWS OF THE CHARLOTTE AREA CHAPTER
OF THE AMERICAN CIVIL LIBERTIES UNION
Adopted by the Chapter Board of Directors on August 12, 2013
The name of this organization shall be the Charlotte Area Chapter of the American Civil Liberties Union. The name may be abbreviated as (i) “Charlotte Area Chapter ACLU-NC” when necessary or appropriate to emphasize the geographic scope of the chapter or that it belongs to the North Carolina ACLU affiliate or (ii) “ACLU Charlotte” when brevity is necessary in identifying the chapter or when important to highlight the ACLU, as for identification on the Internet.
PURPOSE AND AFFILIATION
Section 1. This chapter supports the mission and objectives of the American Civil Liberties Union, Inc. That mission, as stated by the national ACLU, is “to maintain and advance civil liberties, including, without limitation, the freedoms of association, press, religion and speech, and the rights to the franchise, to due process of law, and to equal protection of the laws for all people throughout the United States and its jurisdictions. The ACLU’s objects shall be sought wholly without political partisanship. The ACLU remains focused on the overarching goals set at its founding and on serving as the nation’s guardian of liberty, working daily in courts, legislatures and communities to defend and preserve the individual rights and liberties that the Constitution and laws of the US guarantee. The ACLU also works to extend rights to segments of the population that have traditionally been denied their rights, including people of color; women; lesbians, gay men, bisexuals and transgender people; prisoners; and people with disabilities.”
Section 2. This chapter shall be affiliated with the ACLU of North Carolina. The regulations of said ACLU of North Carolina, to the extent they are intended to apply to chapters, shall be binding on this organization.
All members of the American Civil Liberties Union, Inc., in good standing who reside in or near Charlotte, North Carolina, or members who petition to be considered as such, shall be deemed members of the Charlotte Area Chapter of the ACLU.
Section 1. The annual membership meeting shall be held during the month of February of each year for the following purposes: electing individuals to fill any vacancies in the Board of Directors as set forth in these bylaws; and for other such business as the Board of Directors deems necessary. The annual membership meeting shall take place at such place and on such date as shall be determined by the Board of Directors. The Board shall circulate a notice in writing of the time, place and agenda to members of the Chapter at least fourteen (14) days prior to the meeting.
Section 2. Other meetings of the membership may be called at the discretion of the Board of Directors. Special membership meetings shall be called by the Board of Directors upon receipt by the secretary of a written petition for a special meeting signed by ten (10) members proposing that the Chapter take action consistent with the mission described in Article II, which petition shall state the proposed action to be taken by the special meeting. The Board shall fix the date and place of said special meeting, which shall be within thirty (30) days of the receipt of the petition. A notice in writing of the time, place and agenda shall be received by each member at least seven (7) days before the meeting. No business may be considered other than that contained in the petition for the special meeting or in the call of the Board of Directors for the special meeting, except with the consent of a three-quarters (3/4) vote of the members present and voting.
Section 3. At least three months prior to the annual meeting, the president, with the approval of the Board of Directors, shall appoint a Nominating Committee, which shall consist of no fewer than four (4) members, of whom not more than two (2) shall be members of the Board of Directors. The Nominating Committee shall file a report with the secretary, identifying the Committee’s nominees, not later than forty-five (45) days before the annual meeting at which the election shall be held. Such report shall be distributed to the membership at least fourteen (14) days prior to the annual meeting and shall include (i) a request for expressions of interest in serving on the Board from other members of the Chapter and (ii) space for a member to write in additional nominees, including self-nominations. No nominations will be accepted from the floor. Voting shall be by ballots sent to the secretary of the Chapter by mail or by e-mail or in person at the meeting. The recipients of the most votes shall fill the seats up for election. In the event of a tie, a runoff will be held and the members present at the meeting shall vote in the runoff. Ballots received by the secretary after the official count of the vote at the annual meeting shall not be valid.
Section 4. At all meetings of the membership, ten (10) members in attendance shall be necessary to constitute a quorum.
Section 5. Unless otherwise provided in these by-laws, Robert’s Rules of Order in the latest edition shall govern the conduct of membership meetings.
BOARD OF DIRECTORS
Section 1. The Charlotte Area Chapter of the ACLU shall have a Board of Directors, consisting of a minimum of nine (9) and a maximum of fifteen (15) members, all of whom must be members of the ACLU of North Carolina at the time of their election. One-third of the then-sitting directors shall be elected from the membership each year to serve for a period of three (3) years or until their successors are elected. Members of the Board of Directors shall exercise the duties of their office as set forth in the Board of Directors Duties and Responsibilities attached to these Bylaws as Appendix A.
Section 2. In case of a vacancy on the Board of Directors, the directors shall elect a successor to fill the unexpired term.
Section 3. A director may serve no more than two consecutive three-year terms. A director who completes an unexpired term shall be eligible to be elected for a single three-year term following the completion of the unexpired term.
Section 4. The Board of Directors shall be responsible for the affairs of the chapter. Public statements in the name of the chapter shall be made only upon authorization of the Board of Directors.
Section 5. Meetings of the Board of Directors shall be held no fewer than five (5) times each year in addition to the annual meeting. The president, after consulting with the Board, may call additional meetings. Upon written request of any four (4) directors stating the purpose for such meeting, the president shall call a meeting for such purpose. Directors shall receive at least seven (7) days’ notice of such meetings in writing, which notice shall specify the time, place and purpose of the meeting.
Section 6. A simple majority of the directors serving at the time in question and in attendance at the meeting at which action is being considered shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. All current members of the organization may attend Board meetings but only Board members may vote. Decisions of the Board must be by the votes of at least all members of the Board voting minus one (1), i.e. “unanimity minus one.” Actions of the Board on behalf of the Chapter shall be taken mindful of the need for an appropriate respect for diversity in the Chapter’s actions and in appointments to positions in and for the Chapter.
Section 7. The Board of Directors shall establish such committees or engage such persons as in its judgment will best promote the work of this chapter and its cooperation with the ACLU of North Carolina.
Section 8. Board members are expected to attend no fewer than three (3) Board meetings within a six (6)-months period. If the Board member does not attend at least four (4) Board meetings in such period without an excused absence or fails to attend at least four (4) meetings in a year whether or not excused, the president, upon notification by the secretary, shall notify the Board member in writing that his/her attendance fails to meet these minimum requirements. An absence will be considered excused if reason for the absence is given to the president or secretary at least one day prior to the meeting in question.
Section 1. The officers of the chapter shall consist of president, vice president, secretary, treasurer, historian, webmaster, and representative to the board of the American Civil Liberties Union of North Carolina. These officers shall collectively constitute the Executive Committee. Officers shall exercise the duties of their offices as set forth in the Board Officers’ Duties and Responsibilities attached to these Bylaws as Appendix B.
Section 2. All officers shall be elected by the Board of Directors from among its number at the first Board meeting following the annual election. The officers shall hold offices for a term of one (1) year, or until their successors are elected.
Section 3. Board officers may not serve more than three (3) successive one-year terms.
Section 4. In the event of a vacancy in any office the Board of Directors shall elect a person to fill the unexpired term from among persons serving on the Board of Directors.
Section 1. No public statement in the name of or represented to be the official position of the ACLU of North Carolina shall be issued without the prior approval of the Executive Director of said organization.
Section 1. The Board of Directors shall have sole authority to suggest an amendment to any or all of the Bylaws at any regular meeting of the Board or any meeting of the Board called for such purpose as set out in Article V, section 5 and by action taken pursuant to Article V, section 6. Proposals to amend the Bylaws may be made by any Board member and shall be sent to Board members at least thirty (30) days prior to the meeting at which the vote is scheduled to be taken.
Section 2. Amendments to Article II and Article VII shall be subject to approval of the ACLU of North Carolina.
ACLU CHARLOTTE AREA CHAPTER
BOARD MEMBERS’ DUTIES AND RESPONSIBILITIES
Each member of the Board shall:
1. Be an ACLU member and must remain a member in good standing by maintaining annual membership.
2. Participate on committees, at Board functions and chapter events.
3. Participate in Board meetings by being familiar with Board issues and prepared to vote on same; be prepared to offer suggestions, proposals and other input.
4. Be familiar with ACLU policies and positions.
5. Speak or write on behalf of the Charlotte Chapter of ACLU only with pre-approval by the Board; Board members are encouraged to write and speak about ACLU issues as individuals.
ACLU CHARLOTTE AREA CHAPTER
OFFICERS’ DUTIES AND RESPONSIBILITIES
The president shall:
1. Chair all Board meetings and prepare an agenda for each Board meeting.
2. Serve as spokesperson for the Chapter, speaking publicly and to the media, within the policies, purposes and goals of the Chapter as established by the Board.
3. Introduce guests and award recipients at ACLU events.
4. Set direction for the Board; propose a mission statement and supporting goals and objectives for the year for consideration by the Board.
5. Function as Ex-officio member of every committee.
6. When a vacancy occurs on the Board of Directors and with Board approval, fill such position by appointment within two (2) months of the position becoming vacant, if possible. Short biographies of each candidate considered for appointment by the president shall be provided to every Board member. The Board shall be sensitive to the need for diversity in its membership.
7. Be knowledgeable about the duties of other officers of the Chapter.
8. If a Board member does not attend the minimum required number of Board meetings, the president, upon notification by the secretary of such fact, shall notify the Board member in writing that she/he is not in compliance with Article V, section 8 of the Bylaws.
The vice president shall:
1. Chair meetings of the Board in the president’s absence.
2. Assist the president as required.
3. Act as parliamentarian at Board meetings invoking Robert’s Rules of Order when necessary.
4. Prepare and distribute materials about the ACLU and the Chapter to the general public at ACLU events.
The secretary shall:
1. Take minutes of Board and general membership meetings; count and record all Board votes; record each Board member’s attendance and excused and unexcused absences in the minutes and submit the minutes to the Board for approval at the next meeting.
2. Send Board minutes to all Board members no later than two weeks after the last Board meeting.
3. In collaboration with the president, prepare and update an annual Board directory/roster with each Board member’s name, address, telephone number, fax number, email address, cell phone number, Board office if applicable, year of election to the Board and the status of the director’s membership in the ACLU; distribute the roster to each Board member no later than the second meeting of the Board after the Annual Meeting.
4. Maintain an up-to-date file of all Board correspondence, minutes and reports.
5. Maintain an up-to-date file of all official papers.
6. Be responsible for submitting all material and meeting deadlines for any necessary Board/ACLU paperwork.
7. Maintain a record for each Board member indicating the year the member was first elected or appointed to the Board; the year(s) the member was reelected; the year the member left office, if applicable; and the date the member’s term expires. The secretary shall also notify the Director and the president of the Board when the Director’s term expired or is scheduled to expire.
The treasurer shall:
1. Maintain a bank account and up-to-date financial records on behalf of the Chapter.
2. Prepare an annual budget for submission to the Board for discussion at the January Board meeting. The Board will vote on the budget at the February Board meeting. The Chapter’s fiscal year shall run concurrently with that of the state ACLU’s fiscal year, April 1 through March 31.
3. Receive committee budgets when approved and reimburse Board members for approved expenses.
4. Maintain a post office box if needed.
5. Maintain all records and receipts as required by the ACLU-NC office and its auditors. Send a copy of the Chapter’s budget to the ACLU-NC Executive Director after the budget’s adoption by the Board.
The historian shall:
1. Keep an up-to-date file on all chapter activities including a running account of important chapter activities, its Board members and officers and members; newspaper and magazine clippings; copies of all chapter publications and other items covering chapter accomplishments; note all chapter achievements and other special awards received and given by chapter.
2. Collect and maintain all past and current historic materials relating to Chapter activities that are available.
The webmaster shall:
1. Maintain the operability of the Chapter’s website, post content approved by the Board on the website and manage the Chapter’s social media outlets.
2. Assist members of the Board with technical issues related to their access to their ACLU e-mail addresses, issues related to content posted on the Chapter’s website and related matters.