Bylaws

As provided in its Constitution, the name of this organization shall be the Lesbian, Gay, Bisexual, Transgender, and Queer Faculty and Staff Association (“LGBTQ FSA” or “Association”).

The mission is to contribute to and support a welcoming and inclusive university community for lesbian, gay, bisexual, transgender, and queer faculty and staff through education, networking and advocacy.

• Section I - General Membership: Eligibility for General Membership in this Association shall be available to all full-time, part-time, or retired faculty and professional staff of the University at Buffalo who agree to the purposes stated in the Constitution and mission stated in these Bylaws.
• Section II - Voting Eligibility: Members are eligible to vote if their membership status is determined to be Active.
• Section III - Membership Status: Membership in the Association shall include the following member categories:
  • a. Active:  Active members shall be those persons who have contributed annual dues for the current year. 
  • b. Inactive:  Inactive members shall be those who were once Active members, but have ceased to contribute annual dues for the current year.  Inactive members may also be full-time, part-time, or retired faculty or professional staff who attend General Membership meetings, programs, or events, but have not contributed annual dues.
  • c. Honorary:  Honorary membership status shall be granted by a majority vote of the Executive Board and are not required to be full-time, part-time, or retired faculty or professional staff person at the University at Buffalo.  Honorary members are not required to pay dues and are not eligible to vote.
• Section IV - General Membership:  All Active, Inactive, and Honorary members shall collectively be referred to as General Membership.
• Section V - Active Members Duties: Active members shall have the responsibility of attending General Membership meetings of the Association and voting in Association elections or on Association business put forth to General Membership.

• Section I - Assessment: Dues will be assessed to each member of the Association on an annual basis.
• Section II - Amount: Dues will be assessed in an amount determined by a simple majority of the Executive Board.
• Section III - Assessment Schedule:  The schedule will be formulated and revised when necessary by the Executive Board.
• Section IV - Adjustments:  Dues may be adjusted if approved by a simple majority of Active members. Notice must be given regarding adjustments before they may be approved.

• Section I- Composition:  The Association shall be governed by an Executive Board to be comprised of Elected Officers and Appointed Officers who are Active members.  The Executive Board shall exercise all the powers and duties of the Association.
• Section II - Elected Officers:
  • a. President
  • b. Vice President
  • c. Member at Large (3)
• Section III - Appointed Officers:
  • a. Secretary
  • b. Treasurer
  • c. Membership Coordinator
• Section IV - Term of Office: 
  • a. The President, Vice President, Secretary, Membership Coordinator and Treasurer shall serve a 2 year term of office.
  • b. The Members at Large shall serve a 1 year term of office.
  • c. Terms of office for elected officers shall begin on June 1. Terms of office for appointed officers shall begin on July 1. A process for electing and appointing new Executive Board officers shall be held during April or May.
  • d. When a President or Vice President end a term and do not return to the role, they will serve one year as a non-Executive Board advisor to the incoming President or Vice President.
  • e. When a Treasurer ends a term and does not return to the role, they will serve six months as a non-Executive Board advisor to the incoming Treasurer.
• Section V - Powers and Duties: The Executive 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 standing committees and task forces 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, in accordance with university policy and procedures governing same. They may utilize any person for any necessary reasonable or agreed-upon activities as the Association deems required. The Association’s Executive Board shall interpret, advocate for and represent the Association and its programs to the community at large unless such powers are delegated to or exercised by a designated standing committee.
  • a. President: There shall be a President who shall preside over all meetings of the Association and meetings of the Executive Board; consider all motions regularly made; and call special meetings as needed. The President shall be an ex-officio member of all committees; shall assure that the operation of this Association is in accordance with these Bylaws; and shall assure that the officers of the Association are advised of their duties and the operations of the Association.
  • b. Vice President:  There shall be a Vice President who shall be familiar with the work of the Association and shall serve as an ex-officio member of all committees. In the absence of the President at Association meetings, the Vice President shall perform the duties of the President.
  • c. Members at Large:  There shall be three (3) Members at Large who shall have voice and vote during the deliberations of the Executive Board. Each Member at Large may also assume additional responsibilities as assigned by the President with the advice and consent of the Executive Board.
  • d. Secretary: There shall be a Secretary to record and transmit to the Executive Board all official proceedings of this Association and of the Executive Board of the Association, including minutes for all meetings; maintain a permanent official file of all policy statements, papers, annual reports, literature and any other materials issued by the Association; and advise the Executive Board of the contents of such documents.
  • e. Treasurer: There shall be a Treasurer to receive all monies paid directly to this Association; keep an account of all receipts and expenditures; pay or authorize for payment all bills properly charged against the Association; draft an annual budget; make arrangements for an audit as required; present, in writing, a financial report at the end of each Association fiscal year and/or at any other time upon request of the Executive Board; and shall take all action required by the University in accordance with University policy and procedure.
  • f. Membership Coordinator: There shall be a Membership Coordinator who shall be responsible for the Association’s membership recruitment and retention efforts, keeping the membership records current, and providing the President and the Executive Board up-to-date data on membership.
• Section VI - Meetings: Regular meetings of the Executive Board shall be held monthly or at such other times as the Board may determine by resolution and will be chaired by the President. Special meetings may be called by the President or a majority of the Executive Board officers if extraordinary events necessitate such a meeting.  Meetings may be in person or facilitated virtually. 
• Section VII - Quorum: A simple majority of the Executive Board shall constitute a quorum for the transaction of business at all Executive Board meetings. Each member of the Executive Board shall be entitled to one vote, with the exception of the President who may only vote in the instance of a tie. Voting by proxy is not permitted.  Officers may vote in favor or in opposition of a motion or they may abstain.  Voting may be in person or virtually.
• Section VIII - Elections and Appointments:  The President shall appoint, with a simple majority vote of the Executive Board, a Chair for each election and appointment cycle.  The Chair for the cycle should convene a committee of at least one Executive Board officer and one Active member.  The Chair and the committee shall develop a roster of eligible candidates, conduct an election open to Active members of the Association, and present a final tally of the results to the committee for certification.  The person receiving the highest number of votes cast for each office shall be certified as elected to that officer role.  The Chair and the committee shall also present candidates for appointed officer roles to the Board for appointment.
• Section IX - Vacancies: Vacancies on the Board during terms of office may occur.  Should the President position become vacant, the Vice President may preside as an interim President.  Should any other role on the Executive Board become vacant, the President, with approval of a simple majority of the board, may determine whether a special election or appointment shall occur.
  • a. Resignation: An Executive Board officer may resign at any time by filing written notice with the President. 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.
  • b. Removal from Office: Any officer may be removed for just cause. Grounds for removal of an officer include: violation of Association policy, procedures, or ethical code as prescribed by the Council for the Advancement of Standards in Higher Education; failure to perform the duties of the office as set forth in the Bylaws and the policies of the Association; gross impropriety in carrying out the duties and responsibilities of the office.  Executive Board Officers of the Association may be removed by the following process:
    • i. Written submission of just cause, as defined above, by any member of the Association to the Executive Board.
    • ii. The submitted material must be signed by at least two (2) current members of the Executive Board.
    • iii. The Executive Board officer in question shall be informed by the Executive Board, provided the submitted material, and offered an opportunity to respond in a written, timely way.
    • iv. Upon receipt of the above information and ensuring that the alleged cause is reasonable, the Executive Board shall consider and deliberate over removing the officer from that position.
    • v. The officer shall be removed upon the affirmative vote by two-thirds (66 2/3%) vote of the Executive Board of the Association.
    • vi. A vote of the Executive Board may be appealed and overturned by a two-thirds (66 2/3%) vote of Active members.  A process for appeal must be facilitated by a Chair, appointed by the President with a simple majority vote of the Executive Board.

• Section I: Format and guidelines for conducting all Association meetings including Executive Board, General Membership or other standing committee meetings shall be governed by the Association’s Bylaws.
• Section II: Meetings shall be governed by rules of order determined by the President that are in the spirit of Robert’s Rules of Order. Notwithstanding this provision, the Association may adopt such flexible rules of order as provided in the Association’s Bylaws.
• Section III: General Membership meetings shall be held a minimum of two times during a year, with a minimum of one meeting occurring each fall and spring semester.

• Section I: The Executive Board may appoint a standing committee or task force to make recommendations regarding the amendment or alteration of these Bylaws.
• Section II: The Bylaws of the Association shall be amended only by a two-thirds majority of all Active members and the Executive Board.
• Section III: 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.

These Bylaws shall take effect on June 1, 2019, and extend indefinitely, subject to alteration, amendment, or repeal, in whole or part as specifically provided in these Bylaws.