The information presented herein represents the governing bylaws of oxyGEN
Incorporated henceforth referred to as “oxyGEN”. The principal mailing address of the organization is1025 Lenox Park Blvd NE 7D72 Atlanta, GA 30319.
Article I: Mission, Purpose & Objectives
Section 1.1: Mission
oxyGEN is an AT&T employee initiated non-profit 501(c)(3) organization created for the purpose of enhancing understanding, increasing retention, engaging, encouraging and developing leadership skills of AT&T’s employees through cross-generational programs, activities and resources.
Section 1.2: Purpose
oxyGENwas created for the purpose of encouraging understanding and acceptance of generational differences within AT&T while facilitating personal and professional growth of AT&T’s employees. oxyGEN will also assist public and community organizations designed to support the growth and development of young people; as well as those that support the vitality and independence of older adults. oxyGEN will engage in activities that support these causes and share these opportunities with AT&T employees as volunteer opportunities. The organization will serve as a platform for AT&T as a corporation to work through multi-generational initiatives wherever possible sharing corporate resources and views.
Section 1.3: Objectives
In an effort to achieve our stated purpose, oxyGEN shall:
1.3.1 Promote professionalism in areas of multi-generational relations, self-development, managerial achievement, job enrichment, and those skills required to assist professionals in becoming successful within the organization and the community.
1.3.2 Work to develop and enhance the role and position of professionals with AT&T and its subsidiaries.
1.3.3 Act as a resource for the promotion of unity and enhanced strength across the generations represented within AT&T’s workforce.
1.3.4 Address issues and concerns of AT&T’s young professionals.
Article II: National Board
The oxyGEN National Board guides the activities of oxyGEN and its local chapters.
Section 2.1: Powers
The National Board of Directors may exercise all powers requisite for the purposes of oxyGEN, not inconsistent with these bylaws or with duly enacted resolutions of the membership. This includes, but is not limited to, the authority to prescribe the policies and procedures of oxyGEN and to enact resolutions binding upon the officers, committees, members and staff of oxyGEN. The National Board of Directors shall have the authority to contract human resources services and other special services as needed, on behalf of oxyGEN and to specify their duties. Persons so employed need not be members of oxyGEN and shall not be members of the National Board of Directors, but may attend meetings of those bodies and have the privilege of the floor.
Section 2.2: Inaugural National Board
The Inaugural National Board will be comprised of the organization’s original incorporator and other designated general members serving during the organization’s two (2) year inaugural period beginning January 1 of the year following oxyGEN’s incorporation and ending December 31 of the following year. The Inaugural National Board will have eleven (11) designated officers - Chair, Regional Chair East, Regional Chair Southeast, Regional Chair Midwest, Regional Chair Southwest, Regional Chair West, Secretary, Treasurer, Chief Operating Officer, National Technology Officer and National Marketing Officer.
With the exception of the Executive Member At Large, all Inaugural
National Board Members are required to have at least three (3) years of uninterrupted service with AT&T.
In the absence of any designated Inaugural National Board Officer, the original incorporator will assume or designate responsibility as appropriate to conduct the organization’s operations.
2.2.1 Chair - The inaugural National Chair will be the organization’s original incorporator.
2.2.2 Regional Chair East - The inaugural National Vice Chair NorthEast will be designated by the original incorporator.
2.2.3 Regional Chair Southeast - The inaugural National Vice Chair SouthEast will be designated by the original incorporator.
2.2.4 Regional Chair Midwest - The inaugural National Vice Chair MidWest will be designated by the original incorporator.
2.2.5 Regional Chair Southwest - The inaugural National Vice Chair South will be designated by the original incorporator.
2.2.6 Regional Chair West - The inaugural National Vice Chair West will be designated by the original incorporator.
2.2.7 Secretary - The inaugural National Secretary will be designated by the original incorporator.
2.2.8 Treasurer - The inaugural National Treasurer will be designated by the original incorporator.
2.2.9 Chief Operating Officer - The inaugural Chief Operating Officer will be designated by the original incorporator.
2.2.10 National Technology Officer - The inaugural National Technology Officer will be designated by the original incorporator.
2.2.11 National Marketing Officer - The inaugural National Marketing Officer will be designated by the original incorporator.
Section 2.3: On-Going National Board
Upon expiration of the Inaugural Period, an election will be held to elect new or existing officers to the National Board. The National Board members will serve a (2) year term beginning January 1 of the year following election and ending December 31 of the following year. The National Board will have ten (10) officers –National Chair, Regional Chair East, Regional Chair South, Regional Chair Midwest, Regional Chair West, Chief of Staff, Chief Financial Officer,Chief Operating Officer, Chief Technology Officer and Chief Marketing Officer.
No member of the National Board shall hold more than one office at a time. An officer of a local board who is elected as an officer on the National Board will have to relinquish his/her position on the local board before he/she can take up office as a National Board Officer. Any person can be elected to the National Board any number of times.
Section 2.4: National Chair
2.4.1 The National Chair shall be designated as the National Contact for oxyGEN.
2.4.2 It is the duty of the National Chair to be the presiding officer at all National Board and Annual National meetings/Conferences of oxyGEN. The National Chair will represent the organization in Joint Diversity Council meetings as well as any other company-sponsored events at the National level.
2.4.3 The National Chair shall seek the opinion of the board members in all issues and come to decision based on the majority.
2.4.4 The National Chair shall be the Executive Officer of the organization and shall supervise and guide the affairs of the organization.
2.4.5 The National Chair is the official representative of oxyGEN and as such shall represent oxyGEN at all official activities where the organization is invited at the national level. He/She will represent the organization in Joint Diversity Council meetings, as well as any other company-sponsored meetings at the National level.
2.4.6 The National Chair shall promote the organization's goals and mission throughout AT&T through the local chapters of oxyGEN.
2.4.7 The National Chair may, with the consent of the Board, delegate some or all of his/her powers to one or more members of the Board.
Section 2.5: Regional Chairs (East, South, Midwest, West)
2.5.1 The Regional Chairs are the designated Regional Contacts for oxyGEN and must live and work within their region of responsibility.
2.5.2 The Regional Chairs shall be the Regional Executive Officers of the organization and shall supervise and guide the affairs of chapters in their region to ensure alignment with the National organization’s stated mission, purpose and objectives.
2.5.3 The Regional Chairs are the official regional representatives of oxyGEN and as such shall represent oxyGEN at all official activities where the organization is invited at the regional level.
2.5.4 The Regional Chairs shall assist the National Chair with promoting the organization's goals and mission throughout AT&T through the local chapters of oxyGEN.
Section 2.6: Chief of Staff
2.6.1 The Chief of Staff is the recording and communications officer of oxyGEN and the custodian of its records, except those specifically assigned to others, such as the treasurer's books. The duties of the National Chief of Staff include keeping a record of all the proceedings of the organization (the minutes), and making the minutes and records available to members upon request.
2.6.2 The Chief of Staff shall receive proposals for new chapters and have these placed before the National Board. After a decision is reached the National Chief of Staff shall advise the formative local chapter of the decision of the local Board.
2.6.3 The Chief of Staff is responsible for maintaining the bylaws of the organization and its membership roster at the National Level.
2.6.5 The Chief of Staff will set up Board meetings and agendas for each meeting, maintain minutes of each Board meeting, send out the meeting minutes via e-mail to all Board members, and publish a list of persons contesting for election to the National Board and post results after the elections to the National Board of oxyGEN have been completed.
2.6.6 Shall chair the National Compliance Committee
2.6.7 Shall be advisor to the National Chair on bylaws and parliamentary matters
2.6.8 May assist local chapters with their bylaws and parliamentary issues if requested.
2.6.9 Shall coordinate Board of Advisor communications and meetings.
Section 2.7: Chief Financial Officer
2.7.1 The Chief Financial Officer will be responsible for the financial administration of the Organization at the National level, in accordance with the directives issued by the Board.
2.7.2 The Chief Financial Officer shall keep and maintain, using standard accounting methods, all funds and securities of the organization.
2.7.3 The Chief Financial Officer shall be responsible for receipt of the money from the local chapters and for disbursement of the Organization’s money.
2.7.4 The Chief Financial Officer shall deposit money in the name of the organization in such banks, trusts, companies or other depositories as designated by the National Board.
2.7.5 The Chief Financial Officer may not disburse funds unless directed by the board or as the bylaws prescribe.
2.7.6 The Chief Financial Officer shall prepare the annual tax return of the organization as stipulated by IRS laws.
Section 2.8: Chief Operating Officer
2.8.1 The Chief Operating Officer manages the day-to-day operations of the organization.
2.8.2 The Chief Operating Officer acts as back-up to the National Chair when he/she is unable to perform duties of the office.
2.8.3 The Chief Operating Officer leads Regional Operations Meetings (termed “Regional Engagement Meetings”, participates in other national meetings as needed and instructed by the National Chair.
2.8.4 In the event of resignation, termination for cause or death of the National Chair, the Chief Operating Officer shall automatically become the Chair for the unexpired term of the Chair.
2.8.5 The Chief Operating Officer will assume the responsibilities of the National Chair in interim until an election can be held and a new replacement voted in.
2.8.6 The Chief Operating Officer has oversight of the National Commissions and their sustainability and ensures projects/directives are delivered and acted upon.
Section 2.9: National Chief Technology Officer
2.9.1 The National Chief Technology Officer shall be the official keeper of the all oxyGEN web site(s) and will create and remove pages as deemed necessary by the National Board. Social media sites (tSpace, Twitter, Facebook) are not included in this function and will be managed by the Chief Marketing Officer.
2.9.2 The National Chief Technology Officer is the SPOC for all technology related issues that need to be resolved for future growth of the organization.
2.9.3 The National Chief Technology Officer shall oversee all programming and coding related activities required to meet the needs of the organization.
Section 2.10: Chief Marketing Officer
2.10.1 The Chief Marketing Officer develops and oversees all marketing committee and sub-committee activity.
2.10.2 The Chief Marketing Officer develops strategy for howthe oxyGEN brand is portrayed and communicated, internally and externally.
2.10.3 The Chief Marketing Officer partners with other board members & commissions where appropriate - particularly with Chief Technology Chair for providing strategy and content around technology properties.
Section 2.11: Committees
The National Board shall appoint any committees or subcommittees as needed for conducting its work. Membership and scope of work of these committees will be decided by the National Board.
2.11.1 Marketing & Communications
2.11.2 Fundraising Scholarships
2.11.3 Membership Engagement
2.11.4 Community Service
2.11.5 Professional Development
2.11.6 Compliance
2.11.7 Operations
2.11.8 National Conference
2.11.9 Technology
Section 2.12: Resignation or Removal of National Board Members
Any National Board Member may be removed from office for cause by an affirmative vote of at least two-thirds (2/3) of all eligible voting general organization members responding to a ballot. An action for removal must be initiated by a majority of the National Board of Directors.
Section 2.13: National Board of Advisors
The purpose of the National Board of Advisorswill be to advise the National Board on issues that are strategic to the mission of oxyGEN. Members will serve as volunteers in this capacity. The National Board shall not be bound by any vote of the Board of Advisors.
2.13.1 The National Board of Advisors will be composed of the original incorporator, at least three corporate officers and two corporate executives.
2.13.2 Board of Advisormembers will be selected from various regions and segments of AT&T to obtain diverse representation. Additional members may be chosen to represent the corporation and AT&T subsidiaries.
2.13.3 National Board of Advisor members will be asked to serve a two year term with potential for subsequent terms.
2.13.4 The National Board of Advisors will participate in a minimum of two out of three annual BoAmeetings.
2.13.5 The purpose of the BoA meetings is to provide insight and direction on national programs, initiatives & issues that are facing the organization;
Section 2.14: National Advocates
The National Advocates are previous National Board members who serve in an advisory role to the National Board. The National Advocate responsibilities include being available to the National Board and advising in areas and providing input as needed.
Article III: National Financials
Section 3.1: National Financials
oxyGEN is a not-for-profit organization. 501(c) (3) status will be applied for at the national level. The properties and assets of this organization are irrevocably dedicated to public or charitable purposes. No part of the net earnings, properties or assets of the organization, on dissolution or otherwise, shall be used to the benefit of any individual or private person or any member or officer of the organization. The National organization and all established local chapters will run on a calendar fiscal year defined as January 1 – December 31.
Section 3.2: Gifts
The National Board has the ability to give recognition and award gifts for speakers and members as appropriate. Funds can be allocated to recognize specific contributions made to oxyGEN by an individual or partner organization. Funds cannot exceed $100 per individual gift and require the approval of the National Chief Financial Officer.
Article IV: Nominations, Voting Rights and Elections
Section 4.1: Nominations
The National Board shall solicit nominations from local chapters for consideration.
4.1.1 Investigate, seek and propose a slate of National Officers to the body for the future elections
4.1.2 Seek input from National Advocates
4.1.3 Present the slate of National officers
Section 4.2: Voting Rights & Elections
All general members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall have the right to vote. Voting shall be determined by simple majority. The manner of casting ballots shall be determined by the National Board. The elected Executive Officers shall be elected by a majority of the votes cast by the eligible voters.
Section 4.3: Elections
National elections shall be held in the fourth quarter of even numbered years. Special elections may be held as needed where National offices have been vacated with no defined successor.
Section 4.4: Local Voting Process
4.4.1 Call for self-nominations is made to the local members and interested parties are given nomination form for the following positions in each chapter.
4.4.1.1 Chair
4.4.1.2 Vice Chair
4.4.1.3 Secretary or Chief of Staff
4.4.1.4 Treasurer
4.4.2 Interested candidates fill out the nomination form for the role in which they are pursuing.
4.4.3 Candidate must review and agree to the minimum time commitments of the position and have spoken to supervisor regarding the role.
4.4.4 Existing Local Board receives the nominations and vets candidates to be eligible for local board based on the nomination form.
4.4.5 Vetted candidates are offered to the general population of the local chapter for voting to fill vacancies; the contents of the submitted form are included for review.
4.4.6 Each chapter chooses local delegates to conduct method of polling interested candidates for election.
4.4.7 The winner of the simple majority vote for each position held for election will hold the position for the next two year term.
4.4.8 Each candidate can only run for and hold one office during each election cycle.
4.4.9 Existing Board members with greater than 20 months of service in a particular role are automatically up for vote.
4.4.10 There are no time requirements for time as an AT&T employee or as an oxyGEN member to run for local board positions.
4.4.11 Any non-officer position not named in 4.1.1 is to be handled at the discretion of the local boards.
4.4.12 Any variation of the outlined process for local voting procedures must be approved by the National Board.
Article V: Local Chapters
Section 5.1: New chapters
Any ten (10) AT&T employees within a region may petition the board to establish a local chapter of oxyGEN. Once established, the local chapter may organize itself in accordance with these bylaws.
Section 5.2: Initiation
Once it is established that the oxyGEN local chapter is feasible and desirable, the founding members of the local chapter need to send an initial proposal addressed to the National Chief of Staff. The National Chief of Staff will review the request and validate its accuracy and a decision will be sent out to the persons desiring to form the local chapter within ten (10) business days.