CFA Bylaws

The Constitution of the Citadel Family Association – (Approved June 20, 2023)

Article I – Name

The name of the organization shall be The Citadel Family Association (CFA).

Article II – Mission and Purpose

Mission: The Citadel Family Association exists to inform, engage, support, and guide parents and family members of Citadel cadets with the goal of supporting successful cadet transition and persistence to graduation. In doing so, the CFA also seeks to facilitate opportunities for parents to meet and become acquainted with other Association members.

Purpose:

  • Provide information to and support for the families of current cadets
  • Educate parents on The Citadel experience
  • Provide the families with a forum for discussion
  • Support College initiatives

Article III – Membership

Section 1: Eligibility- All parents of current cadets are members of the CFA

Section 2: Definition – “Parents” shall mean all persons who by birth, guardianship, or cadet choice are primarily responsible for the general welfare of a current cadet

Section 3: Voting – CFA membership entitles members to voting rights as it pertains to the election of CFA officers and issues brought before the general body. Voting is limited to one vote per current cadet family. In the case of multiple cadets in a family, one vote per family remains the limit

Article IV – Membership Meetings

The CFA shall hold general business meetings twice a year. The meetings shall be held on:

  • Recognition Day/Corps Day Weekend for the purpose of approving the selection of new Board Members, and
  • Parents’ Day Weekend to provide an update on CFA activities

In the event either meeting is cancelled due to unnatural or unplanned events that impact the campus, an alternate date and venue (including via telephone or web conference) may be scheduled by the Board in consultation with the Provost’s Office.

Article V – Board

Section 1- Responsibilities:

  • Uphold the mission and purpose of the CFA in service to The Citadel
  • Manage the property and business of the CFA
  • Represent, with honor and respect, the CFA in all matters
  • Authorize and appoint special officers and committees as deemed necessary to conduct the business of the CFA
  • Recommend disbursement of the CFA monies from the general account and the Cadet
  • Relief Fund
  • Create and revise duties of the CFA Board officers
  • Create and maintain policies and procedures
  • Provide for the regulations and operations of the CFA
  • Maintain respect and privacy in the engagement of the parents of current cadets

Section 2: Number – The Board shall have up to six (6) but no fewer than four (4) members

Section 3: Board Compensation – The Board members shall receive no compensation

Section 4: Board Elections

  • The CFA Board Chair is responsible for the process of electing new Board Members. Consideration shall be given to the class of the candidates’ cadets to ensure continuity of the members between successive Boards
  • The CFA Board members are selected as the result of nominations, interviews, and a membership approval vote at the CFA Spring Membership Meeting. Nominations shall be submitted in writing 30 days prior to Corps Day. The CFA board and at least one member of the Provost’s Office will be present for nominee interviews. The final candidate for each new or vacant board position will be selected by a majority vote of the CFA board and with approval of the Provost’s Office
  • Each member of the CFA board shall be a parent (as defined in Article 3, Section 2) of a current cadet at the time of election and for the duration of their term

Section 5: Term of Board

  • All elections to the Board shall be for a term of 2 years
  • The majority of the board, during which a quorum is present, can vote to appoint a Board member for 1 additional year
  • No person shall serve more than 3 consecutive years
  • After serving the maximum total number of years on the Board, a member may be eligible for reconsideration as a Board member after 2 years have passed since the conclusion of such Board member’s service

Section 6: Vacancies – A vacancy on the Board may exist at the occurrence of the following conditions:

  • Resignation, removal, or death
  • An increase in the number of Board members
  • The member becomes ineligible due to their cadet leaving the school
  • The Board, by way of an affirmative vote of a majority, may remove a Board member with cause provided that the member has been notified in writing. The reasons for cause:
    • Member is no longer eligible
    • Member violated the code of conduct
    • Member missed three (3) consecutive meetings or a total of five (5) meetings in any calendar year
  • Any member may resign upon giving written notice to the Chair of the Board or the Provost. Resignations are considered effective immediately unless otherwise approved by the Chair and Provost
  • Any vacancy on the Board may be filled by a majority vote of the current Board members with the approval of the Provost’s Office
  • A Board member elected to fill a vacancy shall be elected for the unexpired term of the predecessor

Section 7: Meetings

  • The Board’s regular meetings shall be held at such time and place as determined by the Board Chair and may be held either in person or via telephone or web conference
  • The Board Chair or any Board member may call a special meeting of the Board with seven (7) days written notice provided to each member of the Board
  • The person who calls a special meeting of the Board will establish a reasonable time and place where the meeting is to be conducted

Section 8: Minutes

  • The Secretary shall be responsible for recording the meeting minutes
  • In the event the Secretary is unavailable, the Chair of the Board shall appoint a member to act as Secretary during the meeting
  • The Secretary, or member appointed to act as Secretary, shall prepare the minutes for the meeting, deliver them to the members of the Board and place them on the shared drive
  • Board minutes should be sent to all Board members within three (3) business days after the meeting

Section 9: Quorum

  • The presence of a majority of the Board shall constitute a quorum for the transaction of business
  • If at any time the Board consists of an even number of members and a vote results in a tie, the vote of the Chair will be the deciding vote
  • If a quorum is not present at a meeting, the meeting will be adjourned until a quorum can be present
  • A Board member shall be considered present at any Board meeting if during the meeting the member is present via telephone or web conferencing

Section 10: Voting – Each Board member shall have one (1) vote

Section 11: Board Member Attendance – An elected Board member who is absent from three (3) consecutive regular meetings of the Board during a school year is encouraged to reevaluate with the Chair their commitment to the Board. The Board may deem a Board member who has missed three (3) consecutive meetings without such a reevaluation with the Chair to have resigned from the Board

Article IV – Officers

Section 1: Officers and Duties:

  • The officers will be selected by the Board, in consultation with the Office of the Provost, and presented for CFA membership approval at the CFA Spring Membership Meeting as detailed in Article V, Section 4
  • In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by these bylaws
  • Any vacancies of Board officers because of death, resignation, ineligibility, removal, or other cause, shall be filled in accordance with these bylaws

Section 2: Board Officer Positions

  • The Board Officer positions shall be as follows: Chair, Chair-Elect, and Secretary
    • Chair: Shall call and run Board meetings. The Chair will coordinate the Board nominating process and act as the main point of contact with the Provost’s Office
    • Chair-Elect: Shall perform duties as assigned by the Chair and other Board Members. Shall also take actions as required to prepare themselves to assume the Chair at the end of the current Chair’s tenure
    • Secretary: Shall record minutes for Board meetings and maintain records including electronic files
  • Officers may have other responsibilities as determined by the majority of the Board

Article VII – Committees

Section 1: Authorization – The Board may, from time to time, and by resolution adopted by a majority of the Board, designate one or more committees to exercise a portion of the authority of the Board

Section 2: Composition

  • Each committee may include persons who are not on the Board but whom the Board members believe to be reliable and competent to serve on that specific committee
  • A committee member must be a current member of the CFA
  • Committees exercising the full authority of the Board may not have non-board members
  • The Board may designate one or more alternate members to any committee who may replace an absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a Board majority then in office, provided that a quorum is present.

Section 3: Limitations

  • No committee, regardless of Board resolution, may:
    • Approve any action that would require an affirmative vote of the Board
    • Fill vacancies or remove members of the Board – or any committee – that has the authority of the Board
    • Fix compensation for any Board member or committee member
    • Appoint any other committees not approved by the Board
    • Approve any self-dealing transactions
  • Unless otherwise authorized by the Board, no committee shall compel CFA in a contract or agreement or expend CFA funds
  • Any meetings held by committees require minutes to be taken and filed with the CFA Board minutes

Section 4: Battalion Representatives – The CFA shall designate two Battalion Representatives as described in the policies and procedures manual

Article VIII – Standard of Care

  • Conflicts of Interest – Board and committee members must ensure that any activities and transactions are, first and foremost, advancing the mission of the CFA. Members shall recognize and disclose any conflicts of interest. Decisions shall be made in the best interests of the CFA and not in the interest of individual members
  • Should the Board have reasonable cause to believe a member failed to disclose an actual or possible conflict of interest, the Board shall inform the interested person of the basis of such belief and afford the interested person an opportunity to explain the alleged failure to disclose
  • If, after hearing the interested person’s explanation, and further investigation as warranted, the Board determines the interested member intentionally failed to disclose an actual conflict of interest, it shall take appropriate disciplinary or corrective action

Article IX- Amendments and Revisions

These Bylaws may be adopted, amended, or repealed by approval of the Provost’s Office and a vote of the Board then in office. Such action is only authorized in a duly called and held meeting of the Board when a quorum is present

The Code of Bylaws of the Citadel Family Association
Approved June 20, 2023