Operating Guidelines

Of the

National Minority Business Enterprise Input Committee

Article I - Operating Authority

The formation and the operation of the National Minority Business Enterprise Input Committee (NMBEIC) is created as a standing committee pursuant to Article VI Section 4 of the Bylaws of the National Minority Supplier Development Council, Inc., an Illinois Not-For-Profit Corporation, which provides as follows:

"National Minority Business Enterprise Input Committee: To the extent that the Corporation’s 501(c) (3) tax exempt status is not impaired, a National Minority Business Enterprise Input Committee shall be established. A representative from a minority business enterprise that is certified and nominated by an Affiliated Regional Minority Purchasing Council shall be entitled to membership on the National Minority Business Enterprise Input Committee. This Committee shall function to provide input to the Board of Directors through its elected Board members. Election of the Committee’s Board Members and its Chairperson shall be in accordance with rules and procedures developed by the National Minority Business Enterprise Input Committee."

2. The following Articles set forth the Operating Guidelines of the National Minority Business Enterprise Input Committee and shall be relied upon in the conduct of all business of the Committee.

Article II - Purpose and Mission

The purpose and mission of the National Minority Business Enterprise Input Committee (NMBEIC) is to work in conjunction with the National Office and affiliated councils of the NMSDC to provide advice and input regarding the programs operating under the National Minority Supplier Development Council (NMSDC) in the furtherance of its goals to enhance minority economic development and to conduct council approved activities that the committee adopts in the furtherance that do not impair the 501(c) (3) tax exempt status of the National Minority Supplier Development Council, Inc.

Stated simply – the MBEIC listens to the input of the constituents it represents and uses the information gathered to provide input in the form of suggestions to the national and council staff as well as president and corporate constituent committees which they will evaluate for merit. Conversely the MBEIC takes suggestions from the afore mentioned staff and committees and share it with their business owner constituents. Additionally the national leadership provides coaching and best practices models for the respective council chairs to take back and implement (if appropriate) in their respective council.

Article III - Organization

The national organization of the NMBEIC will operate under a regional concept based on the distribution of local councils in the seven (7) areas of the country. The regional designations are as follows: Pacific, Mountain, North Central, South Central, North Eastern, Mid Eastern, and South Eastern. Within the regional designations, local Minority Business Input Committees (MBEIC) in Regional Councils may be assigned to an adjacent region subject to the local council’s approval. The reassignment of the local MBEIC will only be considered for convenience, adequate support and to effectively carry out established programs.

The local hierarchy of the MBEIC is as follows: MBEIC Operating guidelines are valid to the extent they do not conflict Council Bylaws. Council Bylaws are valid to the extent they to not conflict with Standards of Affiliation. The MBEIC is a standing committee of the local council whose whose chair is elected by their consituent business owners and should be afforded the same consideration as any council committee chair.

Article IV - Membership

Membership. Eligibility. A person is eligible to become a member of the MBEIC if he or she is a principal or owner of a certified Minority Business Enterprise (MBE) as defined by the NMSDC. Persons who are not owners or principals, but are employees representing their MBE corporations can not be officers of the local or national MBEIC.

 

Article V - Voting Eligibility

1. Voting Member. Voting members of the NMBEIC shall be all National Officers, Committee Chairs, and Regional Council’s Minority Business Enterprise Input Committee Chairs (MBEIC). All eligible voting members who are in attendance at any duly noticed meeting of the NMBEIC shall be counted for the purpose of establishing a quorum and are eligible to vote on all matters including the election of all national officers (Chair, Secretary, and Treasurer). Any MBE that is represented at the NMBEIC by more than one person is only entitled to a maximum of one vote at any NMBEIC meeting.

2. Non-Voting Member. Any person who is a certified member of a local council is classified as a non-voting member of NMBEIC. Any non-voting member may attend any official meeting convened by the NMBEIC subject to approval of the NMBEIC voting members.3.

Article VI - Officers

Number. The officers of the NMBEIC shall be the National Chair, two (2) National Vice Chairs (the seven (7) Regional Chairs), Treasurer, Secretary, the seven (7) Regional Chairs and such other officers as may be elected or appointed. The (2) National Vice Chairs will be appointed by the National Chair, not elected.

2. Eligibility of Officers. The NMBEIC Chair candidate shall be elected from the current NMBEIC voting members. Officers must be certified in good standing with the NMSDC. Officers must have served at least one term as a member of the NMBEIC. National elected officers may not run for another position unless their existing term of office would naturally have expired when they begin their new responsibilities. If a person wishes to run for a National elected office and currently hold an elected office that would not expire at the time they would assume duties, before declaring an interested the offer must first resign their current office and then make a declaration of their interest.

 

Article VII - Duties

1. National Chair. The National Chair shall be the Chief Executive Officer of the NMBEIC and is to ensure the implementation of all approved programs and budgets by the NMBEIC. The National Chair will be authorized to appoint Chairs of Standing Committees, and make such other appointments deemed necessary to carry out the responsibilities of the Committees. At the time of the election of the National Chair, two (2) National vice Chairs will be selected by the National Chair for the purpose of representing or conducting business on behalf of the National Chair in the event of his absence.

2. National Secretary. The National Secretary shall be elected from the membership of the NMBEIC. The National Secretary shall (a) keep the minutes of the meetings; (b) provide timely notices and agendas of all meetings; (c) be the custodian of NMBEIC records; (d) keep a Register of the members of the NMBEIC as provided; e) insure compliance with established written guidelines and procedures approved by the NMBEIC (f) The Secretary shall keep correct and complete written minutes of the proceedings of its members and shall keep at the principal office of the NMSDC a record giving the names and the addresses of the members entitled to vote. Any properly identified representative, agent, or attorney of a member may inspect all books and records of the Committee for any proper purpose at any reasonable time. (g) In general, perform all duties incident to the office of Secretary; and such other duties as may be assigned by the National Chair or the Executive Committee. (g) aside from approved agenda items for quarterly, minutes, and best practices all communication to full committee requires the approval of either a majority of the executive committee or the National Chair. 

 

3. National Treasurer. The National Treasurer shall be elected from the membership of the NMBEIC. The Treasurer shall (a) work with the National Council staff, maintain financial records accounting for all NMBEIC receipts and disbursements: (b) forward to the council office all monies, securities and other valuable effects in the name of the committee for deposit and handling: (c) render to the Chair and/or Committee at the regular meetings of the committee and whenever requested by them, an account of all transactions as Treasurer: (d) and in general, performs all duties incident to the office of Treasurer and such other duties from time to time as may be assigned by the National Chair or the Executive Committee.

4. Regional Chairs. The Regional Chair shall be a resource person/facilitator for his/her region from which they are elected. The duties of the Regional Chair will assist and support the local MBEIC committees in fulfilling their responsibilities.

Article VIII - Election and Term of Office

1. Election and Term of Office. The term for all officers shall be two (2) years. A member may not serve more than (3) consecutive terms in any office. Seven (7) Regional Chairs will be elected in odd numbered years and three (3) officers (National Chair, Secretary and Treasurer) will be elected in even numbered years prior to or at the Annual Meeting. The date of the election of the Regional Chairs will be in the odd numbered years prior to the Annual Meeting on the date designated by the Elections Chair. The Regional elections should be coordinated by an Elections Committee appointed by the National Chair. The Elections Committee shall poll each Region for interested eligible candidates and list them on an electronic or paper ballot for timely distribution to eligible voters. The election results should be timely reported to the Executive Committee, each Regional Chair, Vice Chair and NMBEIC Chair in the respective Region. Regional Chairs and Vice-Chairs shall be elected by the Regional Council’s MBEIC Chairs within their respective region.

Each MBEIC Chair is eligible to cast one (1) vote each for the office of Regional Chair. In instances where more than one (1) Chair of the Regional MBEIC exist (i.e. Co-chairs), the MBEIC will determine which Chair will vote on behalf of the Regional MBEIC. If the election of officers shall not be held at such meetings, such elections shall be held as soon thereafter as reasonably convenient. In instances where more than one company is owned by the same principal (1) the originally certified company will be counted for the purposes of representation.

2. Vacancies and Appointments. Vacancies may be filled, or new offices created, at any meeting of the Executive Committee. Each officer shall hold office until his successor has been duly elected and shall be qualified or until his death or until he shall resign or shall have been removed on the manner hereinafter provided. Vacancies may be filled, or new officers created, at any meeting of the Executive Committee.

3. Removal. The issue of the removal of an elected officer should be discussed with the full executive committee. The Executive Committee will review both request and response and make a determination as to the disposition and present its suggestion to the full body either stating there is no merit and citing why or if merit the issue and both accusation and response will be share with full constituency.  Subject to ratification by the NMBEIC, any Officer or Chairperson elected or appointed may be recommended for removal by a majority vote of the NMBEIC Committee whenever, in its judgment, the best interest of the Committee will be served by such action after notice and an opportunity to respond in writing or in person is afforded the Officer or Chair.

One month (30 days) written notice of removal must be given the Officer or Chairperson before an actual vote for removal from office. A special meeting of the NMBEIC shall be called to discuss removal and vote on the removal. If said removal is upheld, this meeting will also involve a majority vote for replacement of the officer removed.

In an instance where the National NMBEIC Chair can not fulfill their responsibility the 1st chair will ascend to the chair and the 2nd vice chair would move to the 1st vice chair

(a)   If there is less than a year remaining in the term, the 1st and 2nd vice chair would simply move up. Than a 2nd vice chair would be appointed.

(b)   If there is more than a year remaining in the term, the same would occur until a special election is done to select the chair.

Notice of Special Meeting: Written notice stating the place, day and hour of any special meeting of the Committee and the purpose(s) for which the meeting is called, shall be delivered not less than fifteen days before the date of the meeting. If mailed, such notices shall be deemed to be delivered when deposited into the United States mail, postage prepaid and addressed to each Committee member in accordance with the roster kept by the NMBEIC. If by Fax, the "message sent" document shall be maintained as verification of notification. If by e-mail, the "message sent" document shall be maintained as verification of notification

 

Article IX - Committees

Executive Committee. The NMBEIC Executive Committee shall consist of the National Chair, two (2) National Vice Chairs, National Secretary, National Treasurer, the seven (7) Regional Chairs and the immediate past NMBEIC Chair in an ex officio capacity (non voting). This committee shall exercise the authority of the NMBEIC over all general policy matters.

1. All communication and discussion of the executive committee shall remain confidential until such time as the next quarterly meeting of the NMBEIC at which time all communications, discussions and actions taken by the executive committee will be reported to the full committee or sooner if deemed appropriate by the National Chair or Executive Committee.

2. The Standing Committees: The Standing Committees and their primary charges are as follows:

A OPERATING GUIDELINES COMMITTEE: The Operating Guidelines Committee shall be responsible for monitoring, interpreting, and/or amending the Operating Guidelines as directed by the Executive Committee.

B ELECTION COMMITTEE: The Election Committee shall be responsible for the development, coordination, and implementation of the election process for all National and Regional elections. The plan for the conduct of each election of officers shall be submitted to the Executive Committee for approval at least thirty (30) days prior to any scheduled National or Regional election of officers.

C GOVERNMENTAL AFFAIRS COMMITTEE: The Governmental Affairs Committee shall be responsible for the monitoring, reporting, and development of responsive strategies to Federal Governmental policies that impact minority contracting and procurement opportunities.

D "SUPPLIER OF THE YEAR" REVIEW COMMITTEE: The "SoY" Review Committee shall be responsible for working with the national office to check that all eligible MBEs are nominated for recognition during the NMSDC national conference. The Committee may also report periodically on best practices of affiliated councils in awarding and/or recognizing outstanding suppliers at the local level

All activities, programs or initiatives to be implemented by the Standing Committees as set forth in 2(a) to 2(d) above are subject to approval of the Executive Committee of NMBEIC and the NMSDC. The National Chair shall designate and establish other Special Committees as necessary to carry out the business of the NMBEIC. A current record of each Standing or Special Committee, its scope of work, and membership shall be maintained by the National Secretary and made available to the NMBEIC membership.

Article X - Meetings

1. Annual Meetings. The annual meeting of the NMBEIC, for the purpose of electing officers and for the transacting of such other business that may come before the body, shall be held in conjunction with the NMSDC Annual Conference. Time and place will be determined by the date and location of the Annual Conference.

2. Special Meetings. Special Meetings of the Committee may be called by the Chair or a majority of the Executive Committee. The time and place is to be determined by the Conveners(s). Special Meetings - include non scheduled elections; vote to remove officer(s) 

3. Regional Meetings. Each Regional Chair shall hold at least one (1) meeting within his designated regional area between annual meetings. Eligible voting members are local MBEIC Chairs, Officers, and Committee Chairs within the Region. The time and place of the meeting will be designated by a Regional Chair.

4. Notice of Meetings. Written or printed notice stating the purpose of the meeting of members, the place, day and hour, shall be delivered to all voting members not less than forty-five (45) days before the date of the meeting; whether personally, by mail, electronically, by fax, by or at the direction of the Executive Committee. If mailed, such notice is deemed delivered when deposited in the U. S. Mail, postage prepaid and addressed to the member’s address as it appears on the Register of Members kept by the Secretary. If faxed, confirmation of receipt is required. If sent by email, the last known email address maintained by the National Secretary will be deemed adequate. Members are required to provide the National Secretary of change of address, phone, fax and or email addresses.

5. Quorum. For the purpose of conducting business, a quorum shall consist of a simple majority of all NMBEIC members present and eligible to vote except at an Annual meeting. At an Annual Meeting a quorum shall consist of one fourth (1/4) of the voting members registered and eligible to vote or fifty percent (50%) of the Executive Committee represented in person or by proxy.

6. Voting. Each member of the NMBEIC shall, at every meeting of its members, be entitled to one vote in person upon each subject properly submitted to vote.

7. Register of Members. The National Secretary shall keep and maintain a current register of voting members of the NMBEIC containing the name, address, name of their company or business, their local council affiliation, date of membership and expiration of membership. Such Register shall be prima facie evidence as to who are the members at any given time entitled to vote at any meeting of members.

8. Informal Action. Any action required to be taken at a meeting of the members may be taken without a meeting if consent is in writing setting forth the action to be taken. Such consent shall be signed by a majority of voting members of the committee with respect to the subject matter thereof.

9. Adjournment. Any meeting at which a quorum is present may be adjourned upon such call as may be determined by vote. If less than a quorum is in attendance at the time for which a meeting of members’ hall has been called, the meeting may be adjourned without any notice other than by announcement.

10. Rules of Order. The rules contained in Roberts’ Rules of Order (the current edition) shall govern parliamentary procedure insofar as they are inconsistent with the Guidelines (removed bylaws) of the Committee.

Article XI - Ethics

As an elected or appointed leader the expection regarding behavior while serving the business owner consutents is as follows:

      1. Avoid intent/appearance of unethical conduct in business procesures and communication
      2. Demonstrate loyalty by following lawful instructions
      3. Avoid conflict between personal and business interests
      4. Do not solicit or accept money, loans, credit, discounts, or gifts and favors with appear to influence decisions
      5. Consider ethical and legal ramifacations when handling confidential or proprietary information
      6. Promote positive supplier relationships through courtesy and impartiality
      7. Represent the needs of all business owners regardless of class
      8. Strive to enhance the profession by maintaiing technical excellence and highest stand for ethical behavior

 

Article XII - Amendments

These "Operating Guidelines of NMBEIC") may be altered, amended or repealed only by a majority vote of the Executive Committee and approval by the membership. The proposed amendment (s) will be provided to the NMSDC Executive Staff for review and approval prior to distribution to the membership for approval by majority vote at any quarterly or annual meeting of NMBEIC.

DATED: September 2007

APPROVED AND ACCEPTED:

____________________________

NMBEIC Chairperson - James Staton 

____________________________

NMBEIC Operating Guidelines Committee Chairperson - Steve Bailey

___________________________

NMSDC Steven Sims VP

 

Operating Guidelines Committee

  • Steve Bailey (chair)
  • Clifford Bailey
  • Cedric Beckett
  • Craig Bingham
  • Ron Harland
  • Robert Marsh
  • M. Larry Richard
  • Warren Sawyers
  • Lionel Spearman
  • Sam Yardav