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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
A Non-Profit Organization
Article I – Name and Principal Office
Section 1.1 - Name
The name of this organization shall be Community NETwork, African American
Telecommunication Professionals of SBC, Connecticut Chapter, hereinafter referred to as the
organization.
Section 1.2 - Principal Office
The principal office for the transaction of the business of the organization shall be situated in
the county of New Haven, State of Connecticut, or at such location as shall be fixed from time to
time by the Board of Directors, hereinafter referred to as the Board.
Article II - Purposes and Objectives
Section 2.1 – Purposes
The purposes of this organization shall be:
To encourage and facilitate personal and professional growth of African American and
other diverse employees of SBC Communications, Inc. and/or its subsidiaries.
To assist public and community organizations in the African American and other diverse
communities.
Section 2.2 – Objectives
In our efforts to reach the objectives listed below we shall promote professionalism in areas
of cultural identification, human relations, self-development, managerial achievement, job
enrichment and those skills required to assist African Americans in becoming successful within the
organization and the community.
Communicate – To effectively network and promote exchange within our Chapter as well
as other chapters around the country.
Educate – To continually develop ourselves, families, friends and the community through
seminars, workshops, guest speakers, and all available resources.
Participate – To assist underprivileged African Americans and other diverse persons in
employment opportunities.
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
Article III – Membership
Section 3.1 – Qualifications and Rights of Membership
Classes and Qualifications
This organization shall have three (3) classes of members, designated as follows: (1)
Regular; (2) Retired; and (3) Associate.
Any person dedicated to the purpose of this organization and a paid member, and who is a
current employee of SBC (and/or its subsidiaries), shall be eligible for membership as a
Regular Member of the organization.
Any person dedicated to the purpose of this organization and a paid member, and who is a
retired employee of SBC (and/or its subsidiaries), and who is not currently employed by a
real or perceived competitor of SBC (and/or its subsidiaries), shall be eligible for
membership as a Retired Member of the organization.
Any person dedicated to the purposes of this organization and a paid member, and who is not
currently employed with or retired from SBC (and/or its subsidiaries), shall be eligible for
membership as an Associate Member of the organization upon approval of the Board.
Section 3.2 – Application for Chapter Membership
Application is the responsibility of each local chapter. Applications for new chapter
membership shall be made to the Participation Committee Chairperson. Eligibility criteria for
membership shall be set by the Participation Committee, with the Board’s approval.
Section 3.3 - Voting
1. Eligibility to Vote
Regular Members and Retired Members shall have the right to vote, as set forth in these
By-Laws, for election of Officers, the disposition of all or substantially all of the
organization’s assets, on any merger and its principal terms and any amendment of those
terms, and on any election to dissolve the organization.
Associate Members are individuals other than current or retired SBC (and/or its subsidiaries)
employees who believe in the precepts of this organization. An Associate Member may not
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
hold National office, be a director, make motions, vote, nor chair National Committees. An
Associate Member may serve on committees and vote in committee meetings.
2. Manner of Casting Votes
Voting may be by voice or ballot, except that any election must be by ballot if demanded by
any member at the meeting before the voting begins.
3. Voting
Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a
vote of the members.
4. Approval by Majority Vote
If a quorum (2/3) is present, the affirmative vote of a majority of the voting power
represented at the meeting entitled to vote and voting on any matter, shall be the act of the
members.
Section 3.4 - Dues, Fees, and Assessments
Each member must pay, within the time frame and on the conditions set by the Board, the
dues, fees, and assessments in amounts to be fixed from time to time by the Board with membership
approval. All membership dues will be paid no later than thirty (30) days prior to the first day of the
organization’s fiscal year (January 1). The dues, fees and assessments shall be equal for all members
of each class, but the Board may, in its discretion, set different dues, fees, and assessments for each
class with membership approval.
Section 3.5 - Good Standing
Those members who have paid the required dues, fees, and assessments in accordance with
these By-Laws, and who are not suspended, shall be members in good standing.
Section 3.6 - Job Relocation
Members whose annual dues have been paid to the National and are being relocated, because
of their job, to a different geographical area shall have all rights and privileges permitted to them in
the new area for the remainder of the year for which National dues were submitted by the local
chapter.
Section 3.9 - Termination of Membership
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
1. Causes of Termination
A membership shall terminate on occurrence of any of the following events:
A. Expiration of the period of membership unless the membership is renewed on the
renewal terms fixed by the Board.
B. Failure of a member to pay dues, fees, or assessments as set by the Chapter within two
months after they become due and payable.
C. Occurrence of any event that renders the member ineligible for membership, or failure
to satisfy membership qualifications.
D. Expulsion of a member under the procedure set forth in these By-Laws on the good
faith determination by the Board or a committee authorized by the Board to make
such a determination.
E. A member has failed in a material and serious degree to observe the rules of conduct
of the organization, or has engaged in conduct materially and seriously prejudicial to
the purpose and interest of the organization.
2. Termination of Membership
A. Procedures for Termination
If grounds appear to exist for termination of a member under these By-Laws, the
procedure set forth below shall be followed:
1. The member shall be given 15 days prior notice of the proposed termination and
the reasons for the proposed termination. Notice shall be given by any method
reasonably calculated to provide actual notice.
2. Any notice given by mail shall be sent by first-class or registered mail to the
member’s last address as shown on the organization’s record.
3. The member shall be given an opportunity to be heard, either orally or in writing,
at least ten (10) business days before effective date of the proposed terminat.
4. The hearing shall be held, or the written statement considered, by the Board or by
a committee authorized by the Board to determine whether the termination should
take place.
5. The Board shall make final decision whether or not the member should be
terminated or sanctioned in some other way. The decision of the Board shall be
final.
6. Any action challenging a termination of membership, including a claim alleging
defective notice, must be commenced witin one year after the date of the
termination.
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
3. Transfer of Membership
No membership or right arising from membership shall be transferred to another person.
All membership rights herein cease on the dissolution of the Chapter or death of the
member.
Article IV - Officers
Section 4.1 - Officers
The organization may have, at the Board’s discretion, a Chairperson of the Board. The same
person may hold any number of offices, except that neither the Secretary nor the Treasurer may serve
concurrently as either the President or the Chairperson of the Board.
The Executive Officers shall be:
1. President
2. Vice President – Internal Affairs
3. Vice President – External Affairs
4. Secretary
5. Treasurer
6. Chairperson - Communications Committee
7. Chairperson - Education Committee
8. Chairperson - Participation Committee
An elected officer cannot be a director on the National Board for his/her Chapter.
Section 4.2 – Duties of Officers
1. President
The President must assume responsibility for the Chapter. The President shall conduct the
Chapter’s business affairs efficiently and ethically.
The President shall also perform those duties as outlined below:
Report to members as necessary.
Plan the schedule of operations of the Chapter and set goals.
Exercise general supervision of the Chapter by periodically checking with Committee
heads regarding their specific duties.
Make sure periodic reports are filed according to local policy.
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
Strive to build and maintain Chapter spirit.
Maintain awareness of all Chapter operations to insure that the Chapter meets its
objectives and lives up to its purpose.
2. Vice President – Internal Affairs
The Vice President – Internal Affairs shall chair the Membership Committee, maintain all
membership records and provide information on membership when required. Be responsible
for promoting growth by developing a process to establish new chapters.
3. Vice President – External Affairs
The Vice President – External Affairs shall chair the Public Relations Committee, be
responsible for media and intra/inter-communications, schedule media activities and prepare
releases and other related information when necessary.
4. Secretary
The Secretary shall keep official minutes of Board meetings and conferences. The Secretary
shall maintain official Chapter records and files.
The Secretary shall also perform those duties as outlined below.
Maintain a calendar of activities for the year.
Issue notices and keep minutes of meetings.
The Secretary shall keep or cause to be kept a book of minutes of all meetings,
proceedings, and actions of the Board, Committees of the Board, and of members’
meetings. The minutes of meetings shall include the time and place that the meeting was
held. Describe whether the meeting was annual, regular, or special, and, if special, who
authorized the notice. Provide names of those present at Board and committee meetings,
and the number of members present or represented at members’ meetings.
Retain custody and assure proper safekeeping of the Articles of Incorporation, the National
By-Laws, the Manual of Operating Procedures (MOP), and the Chapter By-Laws,
organization papers, records, correspondence, and other matters reflecting official status of
the Chapter.
Advise and counsel Directors/Officers concerning all general obligations prescribed by the
Chapter By-Laws.
Keep an accurate listing of all members of the Chapter showing each member’s name,
address, and class of membership.
Prepare contractual arrangements and sign any such documents together with the President
and/or other authorized person.
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Connecticut Chapter
Issue official notices and reminders of meetings. Advise the President in developing the
agenda, record minutes, and frame resolutions to reflect accurately the desired actions.
If required by the Board, the Secretary shall be bonded.
5. Treasurer
The Treasurer is the custodian of the funds. The Treasurer will keep the financial statement
up-to-date at all times and make it available upon request.
The Treasurer shall audit the books of the organization as outlined in the By-Laws. The
results of the audit shall be reported in writing to the Board.
The Treasurer shall also perform those duties as outlined below.
Make complete entries on check ledger to ensure a proper balance at all times.
Balance and reconcile checkbook with monthly bank statements.
Maintain an outline of procedures used in preparing all financial reports.
Keep regular books and prepare the annual and other periodic reports as required.
Be responsible for the safekeeping of the Chapter’s books and receipts.
Be consistent with the bookkeeping system, forms and instructions for making entries as
outlined in the National guidelines.
Be responsible for the preparation of all tax reports.
Compile and retain the completed copy of the financial report form used by all
committees. (This standard form is used to provide detailed information on all financial
activities.)
The books of account shall be open to inspection by any officer at all reasonable times.
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the
name and to the credit of the organization as the Board may designate, shall distribute the
organization’s funds as the Board may order, shall render to the President and the Board,
when requested, an account of all transactions and the financial condition of the
organization. And shall have such other powers and perform such other duties as the
Board or the By-Laws may prescribe.
If required by the Board, the Treasurer shall be bonded.
6. Chairperson - Communications Committee
The Chairperson – Communications Committee shall be appointed by the President with the
approval of the Board. Shall chair and hold meetings with Committee Members to discuss
current activities and to act on requests for assistance. These meetings shall be called as
need, but not less than quarterly.
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Connecticut Chapter
The Chairperson is responsible for the overall direction of all activities of the Committee.
He/She will coordinate local activities with the National Public Relations Coordinator.
He/She must attend and make reports at the Executive Board Meetings.
7. Chairperson - Education Committee
The Chairperson – Education Committee shall be appointed by the President with the
approval of the Board. Shall chair and hold meetings with Committee Members to discuss
current activities and to act on requests for assistance. These meetings shall be called as
need, but not less than quarterly.
The Chairperson is responsible for the overall direction of all activities of the Committee,
including that of the Scholarship Committee. He/She will coordinate local activities with the
National Scholarship Coordinator. He/She must attend and make reports at the Executive
Board Meetings.
8. Chairperson - Participation Committee
The Chairperson – Participation Committee shall be appointed by the President with the
approval of the Board. Shall chair and hold meetings with Committee Members to discuss
current activities and to act on requests for assistance. These meetings shall be called as
need, but not less than quarterly.
The Chairperson is responsible for the overall direction of all activities of the Committee.
He/She will coordinate local activities with the National Membership Coordinator. He/She
must attend and make reports at the Executive Board Meetings.
Section 4.3 – Election of Officers
All officers (per Section 4.1 of the By-Laws) shall be elected by the general membership.
Section 4.4 – Term of Office
Term of office for each elected officer shall be two (2) years.
Article V – F
Section 5.1 – Board of Directors – General Powers
Subject to any limitations of the By-Laws, regarding actions that require approval of the
members, the organization’s activities and affairs shall be managed by or under the direction of the
Board.
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
The purpose of the Board is to transact the business of the organization consistent with the
mission of the organization. As such, the Board shall have the full powers and authority to act on
behalf of Community NETwork – Connecticut Chapter.
Section 5.2 – Number of Directors
The Board shall consist of the elected officers, one chairperson from each committee, and at
least one person from the general membership.
Section 5.3 – Terms of Office
Directors shall serve a term of two (2) years. One half of the director seats shall be elected
annually.
Section 5.4 – Qualifications
To be nominated to the Board, one must be a member in good standing.
Section 5.5 – Duties
Directors represent their Chapter members. They have the responsibility of informing their
members of all actions of the Board.
A. Such information shall be in the form of written reports of Board meetings and/or actions.
B. Directors shall seek directions from the general membership prior to voting on any issues.
C. Any By-Laws amendments under consideration of the Board must be circulated to all
members of the organization and these members must be given the opportunity to express
their opinions, concerns and vote before the Board represents the organization on such
matters.
Section 5.6 – Vacancies
A vacancy on the Board shall exist on the occurrence of the following: (a) the death of a
Board member; (b) the resignation of a Board member; and (c) by the vote of the Chapter members.
Section 5.7 – Absentee
Two consecutive unexcused absences by any member of the Board shall be considered
detrimental to the interests of the organization and the seat may be declared vacant at the discretion
of the Board by a majority (2/3) vote.
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Chapter By-Laws
Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
Section 5.8 – Resignations
Except as provided below, any director may resign by giving written notice to the
Chairperson of the Board, if any, or the President or the Secretary of the Board. The resignation
shall be effective when the notice is given unless it specifies a later time for the resignation to
become effective. If a director’s resignation is effective at a later time, the Board may elect a
successor to take office as of the date when the resignation becomes effective.
Section 5.9 – Fees and Compensations
Directors shall not receive compensation. They may receive such reimbursement of
expenses, as the Board may determine by resolution to be just and reasonable as to the organization
at the time that the resolution is adopted.
Article VI - Meeting of Members
Section 6.1 – Meetings
1. Place of Meeting
Meetings of the Board and Officers shall be held at any place within or outside Connecticut
designated by the Board or by the written consent of all members entitled to vote at the
meeting, given before or after the meeting.
2. Special Meetings
A. Persons Authorized to Call
A special meeting of the Board for any lawful purpose may be called at any time by
the chair of the Board, if any, the President or any Vice President, or Secretary, or any
two Directors plus one Officer.
B. Calling Meetings
A special meeting called by any person (other than the Board) entitled to call a
meeting shall be called by written request, specifying the general nature of the
business proposed to be transacted, and submitted to the president or any vice
president or the secretary of the organization.
C. Proper Business of Special Meeting
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Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
No business, other than the business the general nature of which was set forth in the
notice of the meeting, may be transacted at a special meeting.
3. Notice Requirements for Members’ Meetings
A. General Notice Requirements
Whenever members are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given, in accordance with these By-Laws, to
each member entitled to vote at that meeting. The notice shall specify the place, date,
and hour of the meeting. For a special meeting, the notice shall specify the general
nature of the business to be transacted, and no other business may be transacted. The
notice of any meeting at which directors are to be elected shall include the names of
all persons who are nominees when notice is given.
B. Notice of Certain Agenda Items
Approval by the members of any of the following proposals, other than by unanimous
approval by those entitled to vote, is valid only if the notice or written waiver of
notice states the general nature of the proposals:
1. Removing a director without cause
2. Filling vacancies on the Board
3. Electing to wind up and dissolve the organization
C. Manner of Giving Notice
Notice to any of the members shall be in writing and shall be given at least 10 but no
more than 90 days before the meeting date. The notice shall be given either
personally, company mail, e-mail or by first class mail.
D. Affidavit of Mailing Notice
An affidavit, the mailing of any notice of any chapter’s business, or of the giving of
such notice by other means, may be executed by the Secretary or as authorized by the
Board, and if so executed, shall be filed and maintained in the organization’s minute
book.
4. Quorum – General Membership
A. Majority Required
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Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
A simple majority of those who are present, as long as there are at least seven (7)
members present.
B. Loss of Quorum
The members present at a duly called or held meeting at which a quorum is present
may continue to transact business until adjournment, even if enough members have
withdrawn to leave less than a quorum. Any action taken (other than adjournment)
must be approved by at least a majority of the members required to constitute a
quorum.
5. Adjournment and Notice of Adjourned Meetings
A. The Board shall meet a minimum of once a quarter.
B. A quorum shall consist of one-third of the members of the Board.
C. All actions of the Board shall be determined by the vote of the majority of the
members of the Board present at a meeting at which a quorum is present unless
otherwise specified in the By-Laws.
Section 6.2 – Action Without a Meeting
1. Action by Unanimous Written Consent
Any action that the Board is required or permitted to take may be taken WITHOUT A
MEETING if the majority of the Board consent in writing to the action provided. All such
consents shall be filed with the minutes of the proceedings of the Board.
2. Action by Written Ballot Without a Meeting
Any action that may be taken at any meeting of members may be taken without written
consent or ballot as detailed herein:
A. Solicitation of Written Ballots
The organization shall distribute one written ballot to each member to vote on the
matter. Such ballots shall be mailed or delivered in the manner required by these By-
Laws. All solicitations of votes by written ballot shall: (1) indicate the number of
responses needed to meet the quorum requirement; (2) state the percentage of
approvals necessary to pass the measure or measures; and (3) specify the time by
which the ballot must be received in order to be counted. Each ballot so distributed
shall (1) set forth the proposed action; (2) provide the members an opportunity to
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Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
specify approval or disapproval of each proposal; and (3) provide a reasonable time
within which to return the ballot to the organization.
B. Number of Votes and Approvals Required
Approval by written ballot shall be valid only when: (1) the total number of votes
cast equal or exceed a quorum.
C. Revocation
A written ballot may not be revoked if all required signatures are included.
D. Filing
All written ballots shall be filed with the Secretary of the organization and maintained
in the Chapter records for at least three years.
Article VII - Committees
Section 7.1 – Standing Committees
The Standing Committees of this organization shall be:
1. Communications
2. Education
3. Participation
Article VIII – Record Date
Section 8.1 – Record Date for Action by Written Ballot
If not otherwise fixed by the Board, the record date for determining those members entitled to
vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
Article IX - Proxies
Section 9.1 – Right of Members
Each member entitled to vote shall have the right to do so either in person or by one agent
authorized by a written proxy, signed by the person and filed with the Secretary of the organization.
A proxy shall be deemed signed if the member’s name is signed on the proxy.
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Community NETwork - African American Telecommunication Professionals of SBC
Connecticut Chapter
Section 9.2 - Revocability
A validly executed proxy shall continue in full force and effect until (a) revoked by the
member executing it, before the vote is cast under that proxy; (b) by a letter in writing delivered to
the organization stating that the proxy is revoked; (c) by a subsequent proxy executed by that
member and presented at the meeting, or (d) as to any meeting, by that member’s personal attendance
and voting at the meeting.
Article X – Election of the Officers
Section 10.1 – Nomination
Any member may nominate candidates for any office of the organization.
Section 10.2 – Nomination from the Floor
If there is a meeting of members to elect officers, any member present at the meeting in
person or by proxy may place a name in nomination.
Section 10.3 – Solicitation of Votes
The Board shall formulate procedures that allow a reasonable opportunity for a nominee to
communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy,
a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all
members to choose among the nominees.
Section 10.4 – Use of Organization Funds to Support Nominee
At no time will organization funds be used to support a nominee.
Article XI – Insurance
The organization shall have the right to purchase and maintain insurance to the full extent
permitted by law on behalf of its officers, directors, employees, and other agents, against any liability
asserted against or incurred by an officer, director, employee’s or agent’s status as such.
Article XII - Parliamentary Authority
The rules contained in Robert’s Rules of Order, Newly Revised, shall govern the proceeding
of this organization, except in such cases as are covered by the By-Laws and standing rules adopted
by the organization.
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Article XIII – Miscellaneous
The Board shall cause to be compiled and kept up to date a Manual of Operating Procedures
(MOP) which shall contain procedures for the operation of the organization.
Article XIV – Local Chapter By-Laws
Local Chapter By-Laws should not be inconsistent with the National By-Laws in purposes or
objectives. All local chapters will have a mission statement, which does not conflict with the
National Board of Directors’ mission statement.
Article XV – Non-Discrimination
The members, officers, directors, committee members, employees and persons served by this
organization shall be selected entirely on a non-discriminatory basis with respect to age, sex, race,
religion, national origin, disability, marital status, and sexual orientation.
Article XVI – Amendments
All By-Laws changes shall be submitted in writing to the By-Laws Committee for review and
recommendation to the Board. All changes or amendments that are approved for recommendation
by the Board shall be forwarded to the By-Laws Committee. The Committee shall distribute a copy
for distribution to the membership. A two-thirds (2/3) vote (as determined by quorum) is necessary
to approve all changes and amendments.
Article XVII – Dissolution of the Organization
The organization can be dissolved by two-thirds (2/3) vote of the membership. Should the
organization vote to dissolve, all assets remaining after all financial obligations have been met shall
be donated to a 501c(3) organization as approved and voted upon by the membership.
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