BY-LAWS
OF
RANKIN COLLEGE OF BUSINESS ADVISORY COUNCIL
Approved November 2018
Introduction
The Rankin College of Business Advisory Council at Southern Arkansas University was established as an unincorporated group of accomplished business school alumni, in conjunction with members of the staff and the business college faculty, of Southern Arkansas University.
Definitions and Abbreviations
“BAC” refers to the Rankin College of Business Advisory Council.
“Chair” refers to the head or principal officer of the BAC.
“Committee Chair” refers to the head of a BAC Committee.
“Dean” refers to the Dean of the SAU College of Business.
“Good Standing” refers to BAC members who remain active in the BAC’s activities, have supported the BAC through time, talent and treasure, and maintain highest ethical standards of conduct.
“Member” refers to a person holding any form of membership on the BAC.
“Membership” refers collectively to the members of the BAC.
“SAU” refers to Southern Arkansas University.
“University” refers to Southern Arkansas University.
“Voting Member” refers to a BAC Member who is authorized to vote on BAC matters.
“Voting Membership” refers collectively to the Voting Members.
PURPOSES
The primary purposes for which BAC has been established to advise, aid, strengthen and further develop in every proper and useful way the educational purposes of the Rankin College of Business, to promote excellence and preeminence in its students and graduates, and to promote the synergies, as well
as the ties of interest and affection, existing between the Rankin College of Business and its alumni, friends, faculty, and students throughout Arkansas, as well as throughout the nation and the world.
In particular, and in the accomplishment of its primary purposes, the BAC may, as necessary or appropriate, and in the collective judgment of the majority of its Voting Membership engage in activities, which include, but are not limited to:
1. General advisement of the faculty of the Rankin College of Business of the BAC’s observed needs and trends of the business world and how such may be served by the educational programs of the Rankin College of Business;
2. Facilitating the networking among the alumni, friends, faculty, and students of the Rankin College of Business in coordination with the Division of Advancement;
3. Developing internship programs for the outstanding undergraduate and graduate students of the Rankin College of Business;
4. Serving as ambassadors for the Rankin College of Business in regard to the general public and assisting, as requested, in the promotional efforts of Southern Arkansas University;
5. Working with the Dean and faculty to develop, plan, and possibly fund additional activities to support the Rankin College of Business; and
6. Liaison activity with other University organizations, including, but not limited to the SAU Alumni Association and the SAU Foundation, as well as with business leaders and industry.
LOCATION
The BAC’s principal office shall be in Magnolia, Arkansas with a mailing address of:
ATTN: Dean’s Office
Rankin of College of Business
Southern Arkansas University
100 E University
MSC 9410
Magnolia, AR 71753
MEMBERSHIP
The Membership of the BAC shall consist of the Dean of the Rankin College of Business and accomplished business and academic leaders of the highest ethical standards, a majority of whom shall be business graduates of SAU. Membership on the BAC shall be considered both an honor and a voluntary service to the Rankin College of Business and to SAU in general. No oath of office shall be administered to the BAC Membership, but it is understood and expected that all Members shall serve the best interests of the Rankin School of Business in the fulfillment of the purposes herein stated and enumerated. The Membership of the BAC should reflect the diversity of the SAU student body as well as the business school disciplines taught at SAU and the industries where the student body aspires to become employed in the future.
The initial Membership of the BAC shall be by the invitation of the Dean of the Rankin College of Business as issued in 2018. The initial Membership will be divided into three staggered classes, as equal in number of members as possible, with membership renewal dates of 2021, 2022, and 2023. The initial Members of the BAC will be invited to serve an initial term, the tenure of which shall be dependent upon the Membership class assigned by the Dean, with an option to continue for an additional three-year term after the expiration of their initial term.
New Members will be as identified and recommended by the BAC’s Membership Committee, in consultation with the Dean and SAU administration, and as elected by a majority vote of the then-existing Voting Membership. New Members will be elected to three-year terms as initial Members roll off from service or otherwise in accordance with these By-Laws as such may be amended from time to time. Members may be elected to an additional three-year term after the expiration their first three-year term.
Initially, the total number of Voting Members shall not exceed thirty people, but said number may be reset from time to time by the Voting Membership through a By-Laws amendment. In any event, the number of Voting Members shall not be less than a majority of the total BAC Membership. Each Voting Member in Good Standing shall be entitled to one vote and the act of the majority of Voting Members shall be the act of the BAC.
While there will be no assessed annual membership fee provided under these By-Laws, it is expected that Members will, as they are individually able, support the Rankin College of Business with their time, talent, and treasure. The BAC may adopt projects from time to time and may suggest a reasonable financial contribution from its Members, with any such suggested contribution requiring an approval by majority vote among the Voting Membership.
Honorary membership may be extended on a limited basis to those whose position or professional status may reflect favorably upon the BAC or the Rankin School of Business. The number and recipients of honorary memberships shall be as recommended by the Membership Committee and confirmed by a majority vote of the Voting Membership and such memberships shall have no voting rights, assessments, or membership fees.
Emeritus membership may be extended on a limited basis to those who have previously distinguished themselves in service to the BAC as a Member, but wish retire to limited service or have otherwise been term-limited by these By-Laws. The number and recipients of emeriti memberships shall be as recommended by the Membership Committee and confirmed by a majority vote of the Voting Membership and such memberships shall have no voting rights, assessments, or membership fees.
Ex-Officio membership shall be extended to those who serve the University in an administrative capacity or with an institutionally-related organization, with such officials designated as:
· SAU President, if unavailable can send a representative
· SAU Vice President for Advancement or designee
· Dean, Rankin College of Business
· Arkansas Small Business and Technology Development Center (ASBTDC) Director of SAU office
The number and designees of ex-officio memberships shall be as recommended by the Dean and approved by the Voting Membership through a By-Laws amendment and such memberships shall have no voting rights, assessments, or membership fees.
OFFICERS
There shall be three officers elected from among, and by a majority of, the Voting Membership. These officers shall be as follows: (1) a Chair; (2) a Vice-Chair; and (3) a Secretary. These three officers shall be the principal officers of the BAC and shall serve two-year terms. No officer may serve more than two consecutive two-year terms in the same office.
Chair. The Chair shall be the chief executive officer of the BAC and shall call and shall preside at all BAC meetings. The Chair shall also be a non-voting ex officio member of all BAC standing and ad hoc committees, except the Executive Committee for which he or she shall serve as the Committee Chair and as a full voting member.
Vice-Chair. The Vice-Chair shall assume the duties of the Chair in the Chair’s absence, or upon the Chair’s request. The Vice-Chair shall, in the Chair’s absence, be authorized to perform all administrative or secretarial duties assigned by or to the Chair.
Secretary. The Secretary shall oversee the issuance of BAC meeting notices, prepare minutes from BAC meetings, archive the minutes of the BAC meetings and its committee meetings, maintain mailing lists and contact information for all BAC Members, correspond on behalf of the BAC, and oversee the performance of all other secretarial duties as may be assigned by the Chair.
COMMITTEES
General. The BAC shall utilize both standing and ad hoc committees in the furtherance of the BAC’s activities and purposes. Standing committee members shall be elected from among the BAC Membership by a majority vote of the Voting Membership. Ad Hoc committees shall be appointed by the Chair from among the BAC Membership. Unless otherwise herein provided, a Committee Chair shall be elected for each committee by a majority vote of the respective committee membership. The Committee Chair shall see that committee discussions and actions are properly recorded and made available through written reports or written minutes submitted to the Secretary. Nothing herein shall preclude any Member from serving on one or more committees and it is intended that all Members serve on at least one committee. No committee action shall be deemed an act of the BAC unless ratified by a majority vote of the Voting Membership.
Standing Committees. Standing committees shall be as provided for in these By-Laws, with said committees usually having ongoing responsibility and long-term service. Standing committee membership tenure shall be for two years with reelection to successive terms permitted. The BAC’s standing committees shall have no charter requirement and shall be as follows: (1) an Executive Committee; (2) a Membership Committee; and (3) a Hall of Fame Committee.
Executive Committee. The Executive Committee shall be composed of the Dean (ex officio), the Chair, Vice-Chair, Secretary, and University President or designee (ex-officio) and two additional Voting Members as nominated by the Membership Committee and elected by a majority vote of the Voting Membership. The Chair shall preside at all Executive Committee meetings. The Executive Committee shall primarily serve as the steering body for the BAC and shall exercise the powers and authority between meetings of the BAC only as conferred by these By-Laws and by the Voting Membership. The Secretary shall prepare minutes of all Executive Committee meetings and make such available to the Membership at the next BAC meeting.
Membership Committee. The Membership Committee shall be composed of the Dean (ex officio), the Chair (ex officio), the VP for Advancement or designee (ex officio), and no less than four, nor more than six, Voting Members as elected at large by a majority vote of the Voting Membership. The Membership Committee shall primarily serve to: (1) identify and recommend new candidates for BAC Membership; (2) propose a slate of officers for election; and (3) propose a slate of candidates for election to each of the BAC’s standing committees. Members of this committee must recuse themselves from all discussion and votes in which they may seek election to an office or to the Executive Committee.
Hall of Fame Committee. The Hall of Fame Committee shall be composed of the Dean (ex officio), and no less than three, nor more than five, Voting Members elected at large by a majority vote of the Voting Membership. The Hall of Fame Committee shall primarily serve to: (1) generally oversee the Rankin College of Business Hall of Fame program in a manner as approved by the BAC, Dean, and SAU’s administration; and (2) seek, or other cases make, nominations for induction into the Hall of Fame; and (3) review nominations for induction into the Hall of Fame and make its report and recommendations to the BAC for final selection.
Ad Hoc Committees. Committees are designated by the Chair as such, with said committees usually having a limited objective outside the apparent scope of a standing committee and with a short period of service.
MEETINGS
BAC Meetings. The BAC shall hold at least two (2) regular meetings during each calendar year. BAC meetings will typically be held in Magnolia, Arkansas on the SAU campus, but may be held at other locations if needed or advisable.
Committee Meetings. Committee meetings of the BAC shall be called by the respective Committee Chairs as and when reasonably necessary to carry out the purposes for which the committees were established. Unless necessity dictates otherwise and except when a Committee Chair may call his or her committee into executive session, any BAC Member may attend any committee meeting.
Notice of Meetings. The time, date, and location of any BAC meeting or committee meeting shall be communicated in a time and manner calculated to achieve a quorum and afford reasonable notice and preparation. Attendance at, or participation in, a meeting shall affirmatively evidence a waiver of any claim of defect of notice, if any.
Quorum for Meetings. A quorum for all BAC meetings and all committee meetings shall require a majority of those serving on the BAC or on such committee to be present either by actual vote or by proxy. The act of the majority of those present at a duly called Board or committee meeting shall, as applicable, be the act of the Board or committee.
Teleconference Meeting. Participation in any BAC meeting or committee meeting by means of telephone or internet or similar telecommunication device, which allows all persons participating in the meeting to hear each other shall be permitted and recognized as a means of attendance.
MISCELLANEOUS PROVISIONS
Removal and Resignation. Any officer or any Member may be removed from office or from the BAC upon a finding that he or she committed some act or engaged in some behavior detrimental to the best interests of the BAC, Rankin School of Business, or SAU, by a majority vote of the Voting Membership. Any officer or any Member may resign at any time by giving written notice to the Chair. The Chair may resign at any time by giving written notice to the Vice-Chair. Such resignations shall take effect at the time specified in the notice, or if no time is given, then immediately.
Vacancy. A vacancy in any office due to death, resignation, and removal or otherwise may be filled by the Chair upon Executive Committee approval.
Contracts, Loans. No contract, loan or other debt obligation may be created by any Member of the BAC, staff or agent.
Acceptance of Gifts. All gifts to the BAC shall be accepted through the SAU Foundation subject to the Foundation’s Gift Acceptance Policy.
Budget. There will be an annual report by the Dean of funds spent from donations made to SAU to support BAC activities. This fund will be managed and monitored by the SAU Foundation.
Amendments. These By-Laws may be altered, amended, repealed in whole or part, by majority vote of the Voting Members, including proxies, at any regular or special meeting of the BAC.
Robert’s Rules of Order. The BAC proceedings are intended to be conducted collegially and cooperatively among its Members. Should disagreement arise with regard to the manner or conduct of the BAC’s proceedings under these By-Laws, such shall otherwise, and as a matter of default, be conducted in compliance with Robert’s Rules of Order.
Political Action Barred. The BAC shall not engage in or actively support any political activity in support of a political candidate or cause.
By-Laws Enforcement. Compliance with these By-Laws shall be the duty of all Members. Any Member who believes a proposed BAC action, or the act of any Member is or will constitute a violation of these By-Laws, shall advise the Chair and request a ruling regarding the possible violation(s). The Chair shall investigate the matter and issue a ruling. The parties may accept the Chair’s ruling or request a hearing before a duly called meeting of the Executive Committee whose ruling in the matter shall be final.
Expense Recovery. BAC members shall receive no compensation for their services. However, they may receive reimbursement for their reasonable expenses, as jointly preauthorized by the Dean and Chair, and as incurred in the performance of their duties. All such expense claims must be supported by proper invoices or expense statements. For purposes of clarity, and absent extraordinary circumstances, expenses incurred by BAC members, whether physically or electronically, in the attendance of the BAC meetings and committee meetings are generally not reimbursable expenses.
Conflict of Interest. Where a Member may be related in any significant way, including both financial and personal relationships, with an individual, business, corporation, or institution in which the BAC is or may be considering doing business with, any such relationship must be fully disclosed by the Member. The Executive Committee must review any facts disclosed and decide if the proposed action or involvement with the Member is in the best interests of the BAC, after considering available alternatives. The Member involved shall be entitled to a full hearing to explain his/her involvement and any reasons why the proposal or engagement is in the best interests of the BAC. Approval of any such proposal shall require Voting Member approval by majority vote, including proxies, with the interested Member abstaining from any vote.
