Bylaws of SCILG
ARTICLE I: NAME
The name of this corporation will be South Carolina Industry Liaison Group, Inc. ("SC ILG").
ARTICLE II: ADDRESS
The principal office of the SC ILG shall be in the State of South Carolina at a location designated by the President or designee.
ARTICLE III: STATUS
A.The SC ILG shall be a non-profit organization established and operated in accordance with the provisions of 26 U.S.C. §§ 501(c)(6) and 509(a)(1-3) and the regulations hereunder, the South Carolina Nonprofit Corporation Act, South Carolina Code §§ 33-31-101 et seq., and any related South Carolina tax laws.
B.The SC ILG shall not carry on any activity prohibited by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended. No part of the net earnings of the SC ILG shall inure to the benefit of, or be distributed to its members (if any), trustees, directors, officers, or other private persons, except that the SC ILG shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth below. No substantial part of the activities of the SC ILG shall be the carrying on of propaganda, and the SC ILG shall not otherwise attempt to influence legislation. The SC ILG shall not participate in, or intervene in, political campaigns on behalf of any candidate for public office. The SC ILG shall not carry on any other activities prohibited by a corporation exempt from federal income tax under Section 501(c)(6) of the U.S. Code, or corresponding section of any future federal tax code.
C.The fiscal year of the SC ILG will start on January 1 and end December 31 of each year.
ARTICLE IV: GOALS AND OBJECTIVES
The goals and objectives of the SC ILG shall be the following:
(1) to provide assistance in the professional development of its membership;
(2) to provide leadership in establishing and supporting standards of excellence in every phase of equal employment opportunity and affirmative action compliance;
(3) to assist members in valuing and leading a diverse work force;
(4) to serve as a focal point for the exchange of information with members; and
(5) to foster and strengthen the partnership of the Office of Federal Contract Compliance Programs ("OFCCP"), the Equal Employment Opportunity Commission ("EEOC"), and other government agencies with government contractors to enhance cooperative efforts in a proactive way, and to do all things necessary or convenient, and not inconsistent with law, to further these goals.
ARTICLE V: MEMBERSHIP
A. Any individual regardless of race, creed, color, sex, sexual orientation, gender identity, national origin, religion, disability, genetic information, veteran status, age, or any other characteristic protected by federal or South Carolina state law is eligible for membership provided he or she meets the eligibility requirements in Article V-B.
B. Members must be currently employed and/or actively engaged in the practice of Affirmative Action, EEO, and other fair employment compliance activities and agree to pay the dues described in Article VI, is eligible to apply for membership in the SC ILG.
C. Memberships may be individuals or corporate entities.
D. Interested individuals may complete an application for membership via the SC ILG website. Persons unable to complete the membership application via the website will be provided an alternative method to apply. The Board of Directors, or its designee, shall have the discretion to approve applications for membership, and that decision will be final.
E. Members who change companies or become unemployed during a calendar year may continue their membership through the remainder of the calendar year.
F. Employees of permanent or temporary placement agencies and consulting firms are eligible for membership, but no solicitation of SC ILG members will be allowed.
G. A member may resign at any time; provided, however, the resignation of a member does not relieve the member from any obligations the member may have to the SC ILG because of the obligations incurred or commitments made before such resignation.
ARTICLE VI: DUES
A. Dues for membership in the SC ILG will be determined annually by the Board of Directors. If no action is taken, the dues will remain the same from one year to the next.
B. Dues may be paid at any time and are good for twelve (12) months beginning at the time payment of the dues posts.
C. All dues and fees will be payable within thirty (30) days when billed by the Treasurer or his/her designee. When any member owes dues or is otherwise indebted to the SC ILG for a period of sixty (60) days, the matter may be brought to the Board of Directors for consideration and appropriate action.
ARTICLE VII: BOARD OF DIRECTORS
A. The Board of Directors ("Board") shall have ultimate authority over the conduct and management of the business and affairs of the SC ILG. All Directors shall be members of the SC ILG; provided, however, that only one person from any organization may serve on the Board at any one time.
B. The Board will be composed of no more than nine (9) Directors, including five (5) Officers
C. The purpose of the Board of Directors is to assure that the goals and objectives of the SCILG are met.
D. The Board of Directors will normally meet the 2nd Tuesday or Wednesday in January, April, July, and October. Any member institution or representative in good standing may request the President to place an item on the agenda of the next regular meeting of the Board of Directors. The President or a majority of Board members may call special meetings for the Board of Directors or for the SC ILG.
E. A simple majority of the total Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.
F. Each Board member is expected to attend every Board and Regular meeting as well as serve on at least one (1) committee. Attendance may be via conference call.
G. Each Board member is responsible for assisting in the effort to increase SC ILG membership and for recruiting future Board members. Any director may be removed by a majority vote at a meeting where a quorum is present for any reason deemed appropriate by the Board.
ARTICLE VIII: OFFICERS
A. There will be no more than five (5) Officers of the SC ILG: President, Vice President, 2nd Vice President, Secretary, and Treasurer. At the expiration of their terms, the President shall become Immediate Past President, and the Vice President shall become the President. An individual is not eligible to be Vice President, 2nd Vice President, Secretary, or Treasurer unless he/she has served at least one year on the Board. The Board may vote by simple majority to have more or fewer Officers to meet the needs of the current Board.
B. All Officers shall serve a two-year term in each position, beginning on January 1, unless the Board votes for consecutive terms by majority vote.
C. Only individuals who are members of the SC ILG are eligible to serve as an Officer.
D. Only Officers shall have the authority to enter into any contracts or agreements or to execute and deliver any instrument in the name of and on behalf of the SC ILG, as described below. The duties of the Officers will be as follows:
1. The President's key responsibilities and objectives are:
(1) to plan, organize, and determine objectives for the coming year's activities;
(2) to preside over all meetings of the membership and Board; and provide meeting notices/agendas a week prior to meetings;
(3) to call special meetings of the membership or the Board, if necessary;
(4) to serve as Ex-Officio member of all committees;
(5) to ensure that new Board members receive orientation and training;
(6) to periodically consult with Board members on their roles and help them assess their performance;
(7) to stay abreast of recent OFCCP and EEOC developments to determine benefits to membership;
(8) to attend all meetings, if possible;
(9) to perform other duties as assigned by the Board; and
(10) to designate a Board member to periodically review and update the SC ILG's Bylaws to facilitate recommendations by the Board for approval by the members.
2. The Vice President's key responsibilities and objectives are:
(1) to assume the responsibilities of the presidency in case of the absence of the President;
(2) to serve or assign a designee as Program Committee Chair for organizational events to include planning and organizing events that meet the objective of the SC ILG;
(3) to serve as webmaster and communication chairperson or assign a designee to disseminate communications to members regarding program events, regulatory changes, and other newsworthy items, assure updates to website are made in a timely manner and recommend cosmetic changes to website, if needed, evaluate performance of web developer and recommends continuance or termination of services to the Board, and recommends new web developer or services, if needed;
(4) to begin to plan the goals and objectives of the SC ILG for the Vice President's term as President; and
(5) to work on special projects as assigned by the President or Board.
3. The 2nd Vice President's key responsibilities and objectives are:
(1) assumes responsibility as meeting chair in the absence of both the President and Vice President and
(2) to serve as membership chairperson or assign a designee to
(3) identify new members, coordinate special events for the purpose of meeting and greeting prospective members and may also issue letters of invitation to candidates for membership, market the benefits of organizational membership;
(4) reach out to existing members; coordinate activities and events for members to raise awareness of their value to the organization and retain their membership; poll the membership to learn about the needs, issues and desires of members, assist with efforts to keep members informed through written and/or electronic communication;
(5) develop, maintain, and lead change related to the administration of membership-specific policies;
(6) make recommendations to the Board for consideration and updates to the organization's Bylaws; to update membership contact and biographical information and coordinates the collection of membership dues; and
(7) perform any related duties as designated by the President or Board.
4. The Secretary's key responsibilities and objectives are:
(1) to record and maintain minutes of all meetings of the membership and Board;
(2) to maintain a current record of the name, company, email address and physical address , of each member;
(3) to send welcome letters to new members and SC ILG member benefits flyers/letters to potential members;
(4) to work closely with the membership chair on marketing materials/events to increase membership
(5) to provide bi-monthly membership reports at the direction of the 2nd Vice President;
(6) to be the steward of SC ILG promotional items and paraphernalia; and
(7) to work on special projects as assigned by the President or Board.
5. The Treasurer's key responsibilities and objectives are:
(1) to maintain financial records and funds;
(2) to process in a timely manner receipts and disbursements;
(3) to file any required government records including any federal or state tax records;
(4) to present financial reports at all Board meetings;
(5) to present an annual budget and profit/loss statement to the Board for approval;
(6) coordinate an annual audit of SC ILG's financial records;
(7) to work on special projects as assigned by the President or Board.
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the SC ILG shall be signed by the Treasurer, Secretary and/or the President. Checks written for $500 or more must be approved by the Board of Directors and require a second signature.
ARTICLE IX: COMMITTEES
A. The Board of Directors will establish committees deemed proper and necessary to fulfill objectives and purposes of the Organization.
B. The President, subject to the approval of the Board of Directors, will appoint all committee chairpersons.
ARTICLE X: NOMINIATIONS and SELECTIONS
A. Elections for new Directors may be held in November or December annually, as needed. Directors shall be elected annually by simple majority vote of the SC ILG membership voting. Directors shall serve two-year terms, beginning on January 1 following the election. A Director may be elected for successive terms, if approved by a quorum of Board members.
B. The President shall appoint a Nominating Committee Chairperson prior to the September meeting who will then select at least two other active members to serve on the committee. The Nominating Committee Chairperson may be a past President and will normally be the most recent past President who is also serving as a Board member. The initial Nominating Committee Chairperson, however, may be the President or such other officer as the initial Board of Directors may deem appropriate.
C. Nominations will be made thirty (30) days before elections.
D. A simple majority of the membership who vote shall elect the officers and at large Board members. Regular SC ILG members will be given the opportunity to vote by electronic ballot.
E. The business portion of the October meeting will be closed with no guests or non-member business professionals in attendance.
F. A vacancy on the Board caused by any reason other than an expiring term may be filled by the President and approved by a simple majority vote of Board members for the remainder of the unexpired term.
ARTICLE XI: MEMBER MEETINGS
A. The SC ILG will normally meet on the third Tuesday or Wednesday of each of the following months: January, April, July, and October.
B. Special meetings, or the emergency change of a meeting, may be called by the President or a majority of Board members.
ARTICLE XII: AMENDMENTS
The Bylaws may be amended upon recommendation of the Board and ratified by a majority of the membership voting after giving written notice of such proposal to each member at least ten (10) days prior to the action on any amendment.
ARTICLE XIII: INDEMNIFICATION
A. To the extent not inconsistent with S.C. Code §§ 33-8-500, et seq. and 33-31-101, et seq., the SC ILG shall not be liable for loss or damage suffered by it on account of any action taken or omitted by a Board member or an Officer in good faith, if such person exercised or used the same degree of care and skill as a prudent man would have exercised or used in the circumstances in the conduct of his own affairs.
B. To the extent not inconsistent with S.C. Code §§ 33-8-500, et seq. and 33-31-101, et seq., and related state laws, every person (and the heirs and personal representatives of such person) who is or was a Board member or an Officer shall be indemnified by the SC ILG against all liability and reasonable expense that may be incurred by him or her in connection with any claim, action, suit or proceeding (other than a proceeding in which such person shall have been adjudged to be liable to the SC ILG) by reason of the fact that he or she is or was a Board Member or an Officer.
C. The rights of indemnification provided for in this Article shall be in addition to any rights to which any such Board member or Officer may otherwise be entitled. Irrespective of the provisions of this Article, the Board may, at any time and from time to time, approve indemnification of Directors, Officers, employees, or other persons to the full extent permitted by the law of the State of South Carolina, whether on account of past or future transactions.
D. The Board is authorized and empowered to purchase insurance covering the SC ILG's liabilities and obligations under this Article and insurance protecting Directors, Officers, members, and employees.
ARTICLE XIV: DISSOLUTION
The SC ILG may be dissolved and its business terminated upon a two-thirds membership majority voting after ten (10) days' notice is provided to members.