BY-LAWS
of the
FIRST AMERICANS LAND-GRANT CONSORTIUM
May 26, 2005
Amended, December 8, 2008
Amended, November 29, 2011
Amended, November 30, 2012
Amended, December 5, 2013
BY-LAWS
of the
FIRST AMERICANS LAND-GRANT CONSORTIUM
Section One - Name and Location
The name of the organization shall be the First Americans Land-grant Consortium (hereafter referred to as FALCON). The principle office of FALCON shall be at such place(s) as the FALCON Board of Directors may determine.
Section Two - Purposes
The vision of FALCON will be to ensure the well-being of America's indigenous peoples and their tribal nations through the excellence and dedication of tribal college land grant professionals. The mission of FALCON is to foster communication, cooperation and professionalism among Tribal College Land Grant educators.
FALCON will:
1. Promote and preserve American Indian culture and language in all its professional activities.
2. Support member colleges in maintaining the unique identity of TribalColleges and Universities.
3. Foster collaborative relationships among all Tribal College Land Grant educators.
4. Foster equitable partnerships within the Land Grant system.
5. Provide a unified and collective voice that represents the common interests of its Land Grant professionals and enhances the image of the Tribal College Land Grant system.
6. Facilitate and support the professional development of its membership.
7. Provides opportunities for tribal college students to grow personally, academically and professionally.
In achieving these purposes, no substantial part of the activities of FALCON shall be dedicated to the influence of legislation. FALCON shall not participate in, or intervene in, a political campaign on behalf of any candidate for public office, including the publication or distribution of statements. FALCON shall not engage in activities that seek to influence the policies of the American Indian Higher Education Consortium, nor any of its member institutions. However, FALCON may provide advice on issues affecting the land grant mission.
Section Three - Membership
1. Eligibility. All faculty and staff of tribal colleges and universities are eligible for general membership.
2. Types of Membership:
a. Voting Membership. Voting membership in FALCON is open to one representative faculty or staff member from each AIHEC member institution (tribal college and university). Voting membership in FALCON is vested with the AIHEC member institution, not with the individual that is appointed by the AIHEC member institution. Voting members shall be appointed by the President of the AIHEC member institution or their designee. Appointments are considered effective upon notification by letter, email, or fax to a FALCON officer, and are effective until further notice.
Should an AIHEC member institution have a representative serving on the FALCON Board of Directors, than the Board member will be act as the designated representative of that AIHEC member institution.
b. General Membership. General membership in FALCON is open to all faculty and staff at AIHEC member institutions. This membership shall not have voting rights.
c. Associate Membership. Associate membership in FALCON shall consist of any persons or organizations supporting the purposes of FALCON. These persons or organizations may apply for Associate membership in FALCON. This membership shall not have voting rights.
d. Affiliate Membership. Affiliate membership in FALCON is open to all faculty and staff of 1862, 1890, and U.S. territorial land grant institutions, and interested partners. This membership shall not have voting rights.
Section Four - Fiscal Year
The fiscal year of FALCON shall correspond with the calendar year. The FALCON Board of Directors shall present a financial statement to the general membership at least once a year.
Section Five- Directors, Officers, Advisors, Meetings
1. Directors:
a. The affairs of FALCON shall be conducted by a Board of Directors, which shall be comprised of at least five members, who shall be elected from the voting membership.
b. Upon completion of a Board of Director term, an election shall be held for the seat currently occupied. Those individuals elected to fill the seats of President, Vice President and Secretary shall hold office for a two-year term. The individual elected to fill the seat of Treasurer shall hold office for a three-year term. The Ex-Officio shall be the out-going President, and shall hold a two-year term.
2. Elections of Directors:
a. Election to the FALCON Board of Directors shall be conducted as needed by e-mail ballots with a voting period of two weeks, and which ballots shall be counted upon completion of the voting period. The names of all individuals elected to the FALCON Board of Directors shall be reported to the membership by e-mail within five days. Newly elected FALCON Board of Directors' terms of office shall commence immediately upon election. Should an Board member-elect not be present at the first Board of Directors meeting after the election, then the first runner-up to the election shall be appointed to the Board. If there is no runner-up, or if the runner-up fails to be present at the next scheduled Board of Directors meeting, then a special election will be held with due speed to nominate and elect a replacement Board member.
b. Nominations for positions on the FALCON Board of Directors shall be made at the annual FALCON Membership Meeting by any member in good standing, with any other FALCON member signing as the "second" to the nomination. Nominations and "second" to the nominations to the FALCON Board of Directors may also be made in writing, and must be received by the FALCON Executive Director no later than the date of the annual Membership Meeting to be included in the election process. Such nominations may be made to the FALCON Executive Director by mail, fax, or by a scanned and signed form via email. The FALCON Executive Director shall confirm the receipt of all nominations with said nominee, by sending a written confirmation of the nomination to the nominee.
c. A ballot including all eligible candidates for positions on the FALCON Board of Directors shall be e-mailed no later than 30 days after the annual FALCON Membership Meeting to each eligible FALCON voting member by the FALCON Executive Director. Eligible candidates will include all individuals who have been properly nominated; current FALCON Board of Director members will be eligible to run for open FALCON Board of Director positions.
d. The Ex-officio and the FALCON President will appoint two unbiased individuals to count all ballots. The FALCON Board of Directors shall decide any ties between candidates by vote.
e. All elections to the FALCON Board of Directors will be conducted by e-mail/Web-based ballots. Voting shall be conducted by secret ballot. Ballots will be sent to all FALCON voting members in good standing, e-mailed by the FALCON Executive Director within 30 days of the annual FALCON Membership Meeting. It shall be the obligation of the voting membership to return the ballots to the FALCON Executive Director within a two-week voting period. The FALCON Executive Director shall tabulate all such returned ballots, and secure them in an electronic file. Any ballots not received within the two-week voting period shall not be counted.
3. Vacancies. The FALCON Board of Directors may fill any vacancies on the Board of Directors by appointment from among those FALCON voting members in good standing. Any person appointed shall serve until the next scheduled FALCON Board of Directors' election.
4. Absence of Directors. The FALCON Board of Directors may declare a vacancy in the office of any Director who is absent for a period of one year or more from duly called FALCON Board of Directors' meetings, without just cause as shall be determined by the FALCON Board of Directors. Prior to declaring the vacancy, the FALCON Board of Directors shall cause the FALCON Executive Director to provide at least 30 days’ notice by certified mail to the absent FALCON Director, stating that their position on the FALCON Board of Directors shall be declared vacant, unless they show just cause why their position should not be declared vacant. Upon a determination by the FALCON Board of Directors that the said position should be declared vacant, the FALCON Board of Directors shall then fill the vacancy as described in Section 5.3 herein.
5. By-law Amendments. The by-laws may be amended by a majority vote of those voting members in good standing who vote in a referendum vote conducted by e-mail/Web-based ballots, which election shall be properly conducted by the FALCON Board of Directors. The referendum vote shall be conducted at the same time as the election for positions of the FALCON Board of Directors, or on such date as the FALCON Board of Directors determines.
a. Any proposed by-law amendment may be submitted to the FALCON Executive Director at any time from voting members in good standing. The proposed amendment must be signed by not less than four voting members in good standing. Such proposed amendment shall then be referred to the FALCON Board of Directors for their review and comment.
All such proposed amendments, together with the FALCON Board of Directors comments, shall be presented at the annual FALCON Membership Meeting. Voting shall be conducted by secret ballot. Ballots will be sent to all FALCON voting members in good standing, e-mailed by the FALCON Executive Director within 30 days of the annual FALCON Membership Meeting. It shall be the obligation of the voting membership to return the ballots to the FALCON Executive Director within a two-week voting period.
b. Any by-law amendments, which are approved by a majority vote of the eligible voters, and for which all voting procedures were completed shall be effective immediately. All vote results shall be made available to the membership.
c. The FALCON Board of Directors may propose a by-law amendment at any time with the approval of a majority vote of the FALCON Board of Directors, which shall then be presented at the annual FALCON Membership Meetingas described herein. Such amendment if approved by a majority member vote, shall become effective in the same manner as stated herein.
d. In all cases, any vote that results in a tie shall be declared "defeated."
6. Executive Director. The FALCON Board of Directors shall have the authority to hire staff as may be required, including an Executive Director. The FALCON Executive Director shall be hired by the FALCON Board of Directors, and shall be subject to supervision by the FALCON Board of Directors. The FALCON Executive Director shall work subject to the will of the FALCON Board of Directors, and his/her responsibilities shall include the daily management of the affairs of FALCON, as prescribed by the FALCON Board of Directors. The Executive Director shall have the authority to hire, manage, and terminate staff.
The FALCON Executive Director shall not be eligible to vote at FALCON Board of Directors' meetings, at FALCON annual or voting membership meetings, or on any referendum issues and/or any mail-in ballot on any issue.
7. The FALCON Board of Directors may call a general membership and Executive Board meeting at such time and place as decided by the FALCON Board of Directors. The FALCON Executive Director shall at the direction of the FALCON Board of Directors give notice to general membership, either via direct mailings or the official publication or by such other means as he/she determines necessary. Such notice must be given not less than 60 days prior to any general membership meeting and at least seven days prior to any executive board meeting. The FALCON Board of Directors may opt to hold their meetings via telecommunication or electronic means if they so determine.
a. A meeting of the FALCON membership will be conducted each year during the same week and month of year, to be determined by referendum. The location of the meeting will be determined at the previous year’s annual meeting. The FACON Board of Directors will assign a meeting subcommittee with responsibility for planning the annual meeting.
b. A quorum to conduct business shall be a simple majority of the voting membership at general membership meetings, or a simple majority of the FALCON Board of Directors then seated at the time of the executive board meeting.
8. Officers:
a. President. The President of FALCON shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned by the FALCON Board of Directors, including the following: to act on behalf of the membership when assigned to do so by the voting membership or the FALCON Board of Directors, develop the agendas with the input of the FALCON executive director, and preside over all executive board and general membership meetings. In addition, the president directs assignments to FALCON committees, delegates responsibility and authority to other executive board members, receives direction from the FALCON Board of Directors and general membership and serves as the Chairman of the FALCON Board of Directors.
b. Vice-President. In the absence of the President, the Vice-President assumes all presidential duties and takes action on behalf of the president. As a primary function, the Vice-President serves as coordinator and is an ex-officio member of all FALCON committees, providing direction and guidance to ensure the committees' progress and accomplishment of tasks assigned by the FALCON Executive Board. The Vice-President directs assignments from the FALCON Board of Directors to the committees, coordinates committee meetings and work schedules, takes direction from the FALCON Board of Directors and general membership, and serves as a member of the FALCON Executive Board.
c. Secretary. The Secretary shall have the general powers and duties of management usually vested in the office of secretary of a corporation, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned by the FALCON Board of Directors or President, including the powers and duties to be custodian of all records and documents, and to attest to the same by his/her signature, maintain membership records, communication with all members of the FALCON Executive Board and general membership, record all official FALCON Executive Board and general membership meetings, maintain the meeting minutes, receive assignments and direction from the FALCON Board of Directors, the President, and the general membership, and serves as a member of the FALCON Executive Board.
d. Treasurer. The Treasurer shall be responsible for all funds and securities of FALCON; shall have the general powers and duties of management usually vested in the office of treasurer of a corporation; shall have such other powers and duties not inconsistent with the by-laws as may be assigned by the FALCON Board of Directors or the President, including the oversight of FALCON budgets, financial records and accounts. The Treasurer authorizes the issuance of FALCON checks as approved by the FALCON Board of Directors. The Treasurer will provide quarterly financial reports to the FALCON Executive Board and will remain current on all pertinent issues of interest to FALCON. The Treasurer will receive additional assignments and direction from the FALCON Executive Board, the President and general membership, and serves as a member of the FALCON Executive Board.
e. Ex-Officio. The Ex-officio shall be the previous President and will be responsible for general counsel to the Board of Directors based on his or her historical knowledge as President. The Ex-Officio will receive additional assignments and direction from the FALCON Executive Board, the President and general membership, and serves as a member of the FALCON Executive Board.
f. Rules Governing Meetings. Robert's Rules of Order will be used as the governing rules for all FALCON meetings.
9. Advisors. A Board of Advisors will be responsible for representing the interests of key stakeholders and providing advice and expertise to the Board of Directors. The Board of Advisors shall be comprised of six individuals of which two shall be AIHEC member institution presidents, and four shall be representatives of organizations including, but not limited to, tribal governments, tribal communities, land grant institutions, federal agencies, private foundations, and nonprofits.
The Board of Advisors shall be selected through a nomination process through the voting membership, and an election through the Board of Directors. Upon completion of an advisor's term or when a vacancy exists, the Board of Directors will direct the Executive Director to solicit nominations from the voting membership and to set a deadline of no less than 60 days to collect nominations by written fax, email, or letter. Upon receipt of nominations, the Board of Directors will schedule a vote at the next Board meeting.
Advisors shall be appointed for two-year terms. Should an advisor, due to a change in employment or residence status, no longer represent the organization or community for which he or she was selected, that advisor's position shall be declared to be vacant. Should an advisor, in the majority opinion of the Board of Directors, no longer contribute to the mission and objectives of FALCON in a positive and professional manner, that advisor's position shall be declared to be vacant.