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April 21, 2020

1.    Purpose.  The purpose of the Advisory Board (“Board”) is to: (1) act as an advisory body for the Army ROTC Buffalo Battalion; (2) provide guidance and vision to the Professor of Military Science (PMS) and the program’s leadership team; (3) provide counsel on academic, enrichment, and program offerings of the Battalion, and (4) provide material support for the program through gifts of time, talent, and treasure.

2.    Board Membership.  Board membership is open to any interested, committed, graduate or supporter of the Army ROTC Buffalo Battalion Program with the capacity to advance the overall mission of the Program. Membership on the Board does not preclude those individuals who are not geographically located in the greater-Denver metropolitan area. The term of each Board member shall be for at least three consecutive years provided that responsibilities are being met. A Board member may serve not more than three (3) consecutive terms, with exceptions requiring approval of the Board and concurrence of the PMS. Board members shall serve without compensation.

2.0.1     Board Composition.  The Board shall consist of up to fifteen (15) regular members and any ex-officio member as determined by the PMS. The terms of the board members will be staggered to ensure continuity of leadership.

2.0.2     Appointment of New Members.  New members may be nominated by one or more Board members or the Program’s staff and faculty including members of the CU Advancement Team. Nominees will be asked to submit a brief resume to the Board Chair. The Board Chair will discuss the responsibilities of Board membership with the nominee, as described in the Advisory Board Member Roles and Responsibilities. If recommended for appointment to the Board, the nominee will be submitted to the PMS for approval. The Board will ratify the appointment either at the next regularly scheduled board meeting or by email. Ratification of an appointment will not be unreasonably withheld. The term of office for new members extends from the date of their appointment through May 31 of the current academic year followed by a consecutive three-year term commencing June 1.

2.0.3     Appointment to a New Term.  Current members may serve a new term with a majority vote of the Board present at the meeting and the consent of the PMS. The Board Chair will contact each member whose term is expiring on May 31 of the current academic year and determine whether they wish to seek an additional term. The Board Chair will notify the Board at the Spring meeting of each member’s decision regarding a new term. Those members wishing to serve an additional term must be approved by majority vote of Board members at the meeting. If elected and approved by the PMS, their new term will begin on June.

3.    Officers of the Board.  The Executive Committee of the Board shall consist of the following three officers of the Board and the PMS.

3.0.1     Chair.  A Board Chair shall be nominated by the PMS and ratified by the current board members by majority vote. The Chair shall serve a term of two years and may be re-appointed by the PMS. The Chair, in coordination with the PMS, calls, sets the agenda for and presides with the PMS over all Board meetings. The Chair sees that actions declared at these meetings are properly executed and may appoint responsible person(s) to do so. In consultation with the Board and the PMS, the Chair may establish committees to support the Board’s purpose. These committees may be standing committees or short-term task forces. The Chair ensures that all votes are conducted according to the procedures described in the Operations and Structure section.

3.0.2     Vice-Chair.  A Vice Chair will be nominated by the PMS and ratified by the current Board members by majority vote. The Vice Chair will serve a term of two years and may be re-elected. The Vice Chair will collaborate with the PMS and staff and will provide to the Board periodic reports on relevant program issues. The Vice Chair in the absence of the Chair will preside over the Board meetings. The Vice Chair will be considered Chair Elect and shall be the nominee for succession as Chair.

3.0.3     Secretary.  A Secretary shall be nominated and elected by the current Board members by majority vote. The Secretary shall serve a term of two years and may be re-elected. The Secretary will be assisted by Program staff in maintaining copies of Board agendas, minutes, bylaws and other important documents.

4.    Operations of the Board.  The operations of the board will be conducted as follows:

4.0.1     Meetings.  The Board will have two meetings per academic year, during the fall and spring semesters. The date, time and place shall be designated by the Chair and approved by the PMS. Other meetings may be called as needed. The PMS’s staff will distribute an agenda and pre-meeting packet (developed by the staff, PMS and Board Chair) by email at least ten (10) business days before each meeting. Teleconferencing will be available for each meeting to accommodate the participation of Board members who are unable to attend the meeting in person. The meeting notice will provide the necessary information to access the teleconference.

Of primary importance during the Spring meeting will be selection of recipients of the currently established Board scholarships. For awarding a specific scholarship, a majority of members present is required. Scholarship information will be provided consistent with notice requirements above.

4.0.2     Consent to Action without Meeting.  Any action which may be taken at a meeting of the Board may be taken without a meeting if, after not less than ten (10) days written notice of the proposed action is sent to each Board member by email, at least a majority of the members respond affirmatively by email to the proposed action and no member demands that the action not be taken without a meeting. The email notice shall (1) describe the action to be taken; (2) the time by which the member must respond; and (3) that the failure to respond within the time stated in the notice will have the same effect as abstaining in writing and failing to demand in writing that action not be taken without a meeting.

4.0.3     Quorum.  60% of the Board members must be present in person or via teleconference to constitute a quorum in order to conduct the business of any meeting.

4.0.4     Executive Session.  At the request of the Chair or any member of the Board, a meeting may go into Executive Session to discuss sensitive and/or personal information about Program faculty or staff that may affect the Advisory Board. Participation in an Executive Session shall be limited to Board Members and the PMS. Minutes of the Board meeting shall only note that an Executive Session was held without disclosing the substance of the Executive Session.

4.0.5     Voting.  Approval of any matter before the Board requires a majority vote of the members present. Board members shall be informed of any matter to be voted on in a meeting notice sent by email to the PMS and members at least ten (10) business days prior to a scheduled meeting.

If a Board member calls for a vote on a matter discussed at a meeting that was not included in the notice emailed to Board members in advance of the meeting, the vote on the matter will normally be deferred to the next meeting. A vote can be held during the current meeting provided there is unanimous consent of the members present, and sufficient members are present to constitute a quorum, that such vote should not be deferred.

4.0.6     Army ROTC Hall of Fame.  The Program seeks to acknowledge certain outstanding alumni and supporters by their election into the Golden Buffalo Battalion’s Hall of Fame. Alumni will be inducted as full members of the Hall of Fame and supporters will be inducted as Honorary members. Inductees will be acknowledged annually at the Battalion Military Ball, or similar event, and a suitable recognition be included in the permanent display in the Battalion headquarters. The election of the Hall of Fame will be conducted during the Spring meeting. Nominations for the Hall of Fame may be made by the PMS, Battalion staff members and members of the Board.

4.0.7     Assignments.  Assignments accepted by Board members will be noted in the minutes and should be completed in a timely manner. Tentative time for updates or completion will be provided prior to end of meeting.

4.0.8     Recommendations.  Any matter approved by the Board shall be forwarded to the PMS who has ultimate authority to approve, disapprove, modify or table the matter.

4.0.9     Adherence to the Policies of the University of Colorado.  The Board will adhere to the University of Colorado policies in the conduct of its operations.

5.    Responsibilities of the Army ROTC Program.  The Buffalo Battalion and its staff will commit to sending out all Board materials and minutes in a timely manner; in conjunction with the Board Secretary. The Program will respond to all Board requests in a timely manner. The Program will update the Board on news and events and will develop and maintain the Board’s web presence on the Buffalo Battalion website. The Program will also endeavor to develop data tools to support the Board’s ongoing functions.

6.    Amendments.  These Bylaws may be amended by a majority vote of the Board, after notice of proposed amendments has been given to the Board, at any Board meeting at which a quorum is present.

The purpose of the Advisory Board (“Board”) is to: (1) act as an advisory body for the Army ROTC Buffalo Battalion; (2) provide guidance and vision to the Professor of Military Science (PMS) and the program’s leadership team; (3) provide counsel on academic, enrichment, and program offerings of the Battalion, and (4) provide material support for the Program through gifts of time, talent, and treasure.

Board members have three duties to the Army ROTC Program:

1. To exercise reasonable and sound judgement. Preparation for and participation in board meetings and events is an important element of this duty.

2. To demonstrate loyalty in dealings with the Program and to put the Program’s needs above their own, maintain confidentiality and avoid any conflicts of interest.

3. To be faithful to the Program and its mission and to ensure compliance with the rules and regulations of the universities and colleges that participate in the Program.

Key responsibilities include:

1. Board members should offer service to the Program based upon their interests and expertise.

2. Board members agree to attend regularly scheduled meetings of the Board each academic year or inform the PMS staff, in advance, when attendance is not possible. Attendance can be in person or via teleconference.

3. Board members are expected to make an annual gift to the Program, based upon individual capacity.

4. Board members should work to recruit new members with interest and abilities to serve on the Board.

5. Board members shall serve as ambassadors for the Program. This includes attendance at appropriate events, becoming informed advocates, and having a willingness to meet with alumni, donors, cadets, students and potential cadets.

6. Board members agree to pay their own expenses to attend meetings and other events and activities.

7. A willingness to serve on committees or special task forces to accomplish specific objectives.

• September 2023