Alumni Council By-Laws

 

ARTICLES OF COUNCIL AND BYLAWS (“BYLAWS”)

Revised June 2010

 

ARTICLE 1 - GENERAL

 

Section 1. Name and Location.

             The name of this Council shall be the “University of Puget Sound Alumni Council,” and may be referred to as the “Alumni Council” (“Council”), an unincorporated Council established, sanctioned by, and affiliated with, the University of Puget Sound, (“University”) a duly organized and existing Washington State non-profit corporation.  The Alumni Council is governed by the Alumni Council Executive Committee, also referred to as the ACEC or Executive Committee.   The Council shall have, and continuously maintain, an office at 1500 North Warner Street, Tacoma, Pierce County, Washington; and an agent whose office shall be the Office of Alumni and Parent Relations. The Council may have such other offices within or without the state of Washington as may be established by the University of Puget Sound Board of Trustees (“Trustees”).

Section 2. Membership Elgibility.

            Any person who has graduated from, or who has been regularly enrolled for thirty (30) hours, or nine (9) units or more, at the university, or any of its preceding entities, and any person who shall have received any degree therefrom, including honorary degrees, shall be entitled to membership in this Council, (“alumni/member”).  In addition, with the agreement of the Director of Alumni and Parent Relations, the Executive Committee of the Council is authorized to grant an Honorary Alumni membership to persons who meet the criteria the committee establishes for such an honor.

All volunteers working on behalf of the Alumni Council are considered members of the Council.

Section 3. Powers.

            To accomplish the objectives for which the Council exists, there shall be granted to voting members such powers as are set forth by these articles and Bylaws (“Bylaws”) as amended, and as shall be adopted, or approved by the Executive Committee and the University, following review by the Development and Alumni Relations Committee of the Board of Trustees.

Section 4. Purpose and Mission.

                The mission and purpose of the University of Puget Sound Alumni Council is to further the University’s strategic goal of engaging alumni and students in lifelong relationships with the University. The Council encourages Puget Sound alumni to support the University through investments of time, talent, and financial resources. Through its various working committees, the Alumni Council engages volunteers in meaningful work that addresses issues of key importance to members of the Puget Sound family.

Section 5. Ex-Officio Membership

            The Executive Committee has the power to appoint ex-officio members to the Council or any committee to serve as advisors. Said members shall serve without vote. Ex-officio members shall include, but are not limited to, the President of the University, the Vice President of University Relations, and the Director of Alumni and Parent Relations.

 

ARTICLE II – EXECUTIVE COMMITTEE

 

Section 1.  General.

            To carry out the objectives of the Council there shall be an Executive Committee  (“ACEC”), which shall adopt a mission and purpose for the Council, manage its affairs, and conduct its business.  The Executive Committee shall include all officers, committee chairs, and at-large executive committee members.  The number of at-large executive committee members shall at no time exceed one-third of the executive committee membership.

Section 2.  Term of Office, Election, and Qualifications.

            A.  Term of Office.

  1. Each Executive Committee member shall serve one term of three (3) years.
  2. At the end of that three (3) year term, the Executive Committee member may be nominated for one additional three (3) year term.
  3. The term of office of each Executive Committee member shall commence on the first day of July following election as an Executive Committee member unless the Executive Committee member is elected to fill a vacancy.  In the event of a vacancy, the elected Executive Committee member shall take office immediately upon election. The regular term of an Executive Committee member shall expire on the 30th day of June on the third year following their election, or upon completion of the term for which appointed to fill an existing vacancy.
  4. The President of the Student Alumni Association will serve in accordance with the By-Laws of the Student Alumni Association.

B.  Additional Term.

  1. Executive Committee members may serve a second three-year term.  The member shall be nominated by the Awards and Nominating Committee and evaluated by the Executive Committee.  A majority vote of the Executive Committee membership is required for reappointment to the Executive Committee.
  2. The Executive Committee term of the Council President may be extended beyond two (2) consecutive three-year terms, to include the period he or she serves as President, plus three additional years to serve as Immediate Past-President and Chair of the Nominating Committee.  If, during the service as Past President, the individual is unable or unwilling to continue in his or her term as Chair of the Awards and Nominating Committee, the Executive Committee will nominate and elect a new Nominating Chair to carry out the remainder of that term.
  3. No other officer may serve more than two consecutive terms (consistent with membership terms).
  4. In cases of exceptional need, members who have served two terms may be re-nominated for service after taking a one-year hiatus from the Council.  Members on hiatus may continue to actively participate in Council meetings and activities.

            C.  Election Procedures.

  1.  Executive Committee Diversity. If possible, the Executive Committee shall at all times be constituted of a membership reflecting the diversity of the University in age group, graduation year, gender, geographic location, racial and ethnic diversity, degrees attained and educational training, affinity group and selected degree and careers.  Not more than one family member may serve on the Executive Committee at a time.
  2.  Nomination Procedure.  Except for the position of Alumni Fund Chair, applications for Executive Committee membership shall be actively solicited from the entire university community including students, faculty, staff and administration, as well as from the Council, Trustees and affiliated university clubs, fraternities, sororities, and friends.  An application may be oral, or written and as requested through solicitation in the official alumni publication, which shall specify Executive Committee criteria and provide for write-in candidates.  Consideration shall likewise be given to existing Executive Committee members who may wish to be reappointed.  The position of Alumni Fund Chair shall be appointed by the University in consultation with the Alumni Council President due to the unique and specific criteria required for this post.
  3. Nomination Slate.  The Nominating Committee is appointed to review all applications and to recommend a slate of candidates and alternates to the Executive Committee, in an order of priority, according to Executive Committee criteria.  The slate shall be presented to the Executive Committee for its ratification at the meeting following the nomination.  The Executive Committee shall have power to amend the slate of candidates.  A majority vote of the Executive Committee is required to elect each new Executive Committee member.
  4. Following Executive Committee approval of the slate, the current President of the Alumni Council or Director of Alumni and Parent Relations shall notify nominees of their selection by the Executive Committee.

D.  Vacancies.

Vacancies on the Executive Committee, occurring for whatever reason, may be filled by the Nominating Committee for the unexpired term, subject to 30 days prior notice being given to the Executive Committee of the prospective appointment.  Newly appointed Executive Committee Members, once approved, shall serve only the unexpired term of the predecessor, but then shall be eligible for election to a regular term, and a succeeding term, if approved.

             E.  Absences.

Any member of the Executive Committee who misses two (2) out of three (3) of the regularly scheduled Alumni Council meetings in any given year, may be subject to removal from the Executive Committee by a majority vote of the Executive Committee.  Notification of this provision shall be provided to said member by the President after consultation with the officers of the Council.

             F.  Removal for Cause.

Any member of the Executive Committee who has failed to perform the duties and responsibilities of his or her position, or who has violated the Code of Conduct or other university policy, may be subject to removal from the Executive Committee by a majority vote of the Executive Committee.  Annually, the Alumni Council President shall conduct peer evaluations with each member of the Executive Committee.  The Executive Committee member also will be asked to provide a self-assessment of his or her performance.  If it is determined that a member of the Executive Committee is no longer able to fulfill the duties of his or her position, or has violated the Code of Conduct or other university policy, at the recommendation of the President and a majority vote of the Executive Committee, the Executive Committee member will be asked to resign from his or her position and a successor shall be appointed by the Nominating Committee in consultation with the Executive Committee.

 

Section 3.  Powers and Duties of the Executive Committee.

All powers consistent with the objectives for the Alumni Council set by the University and its Trustees shall be exercised by the Executive Committee, and the business and affairs of the Alumni Council shall be governed by the Executive Committee.

A.   General.  The Executive Committee shall not be a standing committee, but may be convened at any time by the President, as deemed constructive for review of action, or solicitation of input, on any matter where a regular or special meeting of the Executive Committee is not practical, or warranted.

B.   Membership.  The Executive Committee, when so constituted, shall consist of the President, Vice President, Secretary, Immediate Past-president, all Chairpersons of every duly constituted Committee, whether or not a standing committee, and the Director of Parent and Alumni Relations, each of whom (except the Director of Alumni and Parent Relations) shall have one (1) vote.

C.  Management and Power.  Those members of the Executive Committee present during meetings of the Executive Committee shall possess and may exercise all powers on behalf of the Executive Committee in management of the business and affairs of the Council.  The majority vote of those present will be required to make any action taken binding.  The Executive Committee may require that certain matters require the polling of the entire Executive Committee (those present and those absent) to make a decision binding.  [Such matters must be clearly articulated in the final By-Laws.]

D.   Minutes and Review of Actions.  The Executive Committee shall keep full and fair records and accounts of all proceedings and actions.  Any action of the convened Executive Committee shall be reported to the constituted Executive Committee at the next succeeding meeting, and all actions taken shall be subject to revocation and/or alteration by the constituted Executive Committee.

 

  ARTICLE III - OFFICERS

 

Section 1.  Named Officers.

The elected officers of the Council shall be the President, Vice President, Secretary, and Immediate Past-President.

 

A.     President.The President shall be the chief executive officer of the Alumni Council and shall have general supervision over all business of the Alumni Council, subject to the review and approval of the Executive Committee.  The President shall preside over all meetings of the Council and the Executive Committee, and shall exercise and perform such other powers and duties as may from time to time be assigned to him through Executive Committee resolution, or as prescribed by the Bylaws.  The President may appoint, as necessary, an Executive Committee member to act on his or her behalf during a temporary absence or disability.

B.  Vice President.  The Vice President shall perform such duties as are assigned by the President and shall strive to become knowledgeable with regard to the activities and duties of the President so as to be available to act on behalf of the President when requested or as necessary.  The Vice President also will act as a liaison between the President and at least three (3) Alumni Council standing committees.

C.  Secretary.  The Secretary shall perform such duties as are assigned by the President, record minutes of the Alumni Council general session meetings, shall keep full and fair records and accounts of all proceedings and actions, meeting notifications and Alumni Council correspondence, and act as a liaison between the President and at least three (3) Alumni Council standing committees.

D.   Immediate Past President. The Immediate Past-President shall continue as an officer for a period of two (2) years, during which time he or she shall also serve as the Chair of the Awards and Nominating Committee.

 

Section 2.  Additional Officers.

                 The Executive Committee may appoint additional officers as advisable or appropriate as the business of the Alumni Council may reasonably require.  Said officers shall hold office for the designated period, and have authority and perform such duties as are provided by these Bylaws, or as the Alumni Council may from time to time resolve.  The Executive Committee may delegate to any officer or standing committee the power to appoint additional officers.

 

Section 3.  Election, Term of Office, and Qualifications.

             The President, Vice President and Secretary shall be elected every three (3) years by the Executive Committee, upon recommendation of the Nominating Committee and ratification of the Executive Committee, and shall hold the office until end of term, death, resignation, or removal in a manner herein after provided.  The same person may not occupy, at the same time, more than one Executive Committee office.  No person shall occupy the office of the President for more than two (2) consecutive three (3) year terms.

 

Section 4.  Removal.

             Any officer may be removed, with or without cause, by a vote of the majority of the Executive Committee at any duly convened meeting of the Alumni Council and said action shall be immediately effective.

 

Section 5.  Resignation.

             Any officer may resign at any time by giving written notice to the Director of Parent and Alumni Relations, President, or by announcement at a Executive Committee meeting.  Any resignation shall take effect at the time specified or at the pleasure of the Executive Committee.  Acceptance of a resignation is not necessary to make it effective.

 

Section 6.  Vacancies.

             A vacancy in the office of President, Vice President, or Secretary for any reason shall be filled for the unexpired portion of the relevant term by the Nominating Committee subject to approval of the Executive Committee at its next regularly convened meeting.

 

Section 7.  Director of Alumni and Parent Relations.

             The Director of Alumni and Parent Relations (“Director”) is appointed by the Vice President of University Relations.  The Director shall serve in an ex-officio capacity on the Alumni Council Executive Committee and on all committees appointed by the Executive Committee, but shall have no vote.  The Director shall be responsible for managing the Office of Parent and Alumni Relations (Registered Office of the Council) and will, among other things, perform the following duties with respect to the Alumni Council, which listing is not intended to be all-inclusive.

 A.     Certify and keep at the principal office of the Council an original and copy of the Bylaws, as amended, together with a book of minutes of all Alumni Council meetings, specifying time and place of said meeting, how authorized, notices given, names of those present and absent from said meeting, nature of the business and/or description of action taken at said meeting and any other matters of significance to the Executive Committee or Alumni Council.

B.    See that all notices are duly given in accordance with the provisions of these Bylaws.

C.   Act as custodian for all records, books, reports, statements and other documents relevant to the Council.

D.   Provide to any Council member, upon reasonable request and at a reasonable time, a copy of the Bylaws and minutes of all meetings and/or proceedings of the Council or its Executive Committee.

E.   Perform all duties incident to the office of Alumni Director and such other assignments as may from time to time be requested by the Executive Committee.

 F.   Provide staff leadership to and coordinate the staff support of the Alumni Council and its committees.

 

Section 8.  Salaries.

         No Alumni Council member shall be entitled to a salary.  The Director of Parent and Alumni Relations is paid by the University.

 

Section 1.  Membership.

          The Alumni Council includes members of the Executive Committee and all voting and non-voting members of each of the Alumni Council standing committees. 

 

A.  Voting members.  Voting members are those members who have been elected to serve on the Executive Committee and on the standing committees of the Alumni Council.  The number of voting members on a committee shall at no time exceed 15 members.

B.   Non-voting members. Non-voting members are volunteers who serve on subcommittees of the Council or in other volunteer roles related to the work of the Council and its committees.  These roles include but are not limited to service as an Affinity Group President, Class Agent, Class Officer, Class Reunion Planning Committee Member, Class Reunion Gift Planning Committee Member, or Regional Club Planning Committee Member.  The interest of these non-voting members are represented by elected voting members who serve on the Council’s standing committees.

 

Section 2. Term, Election, and Qualification of Committee Members.

 

A.  Term of Office.

1.  Each Committee Member shall serve one term of three (3) years.

2.  At the end of that three (3) year term, the Committee Member may be nominated for one additional three (3) year term by the Committee Chair.

3.  The term of office of each Committee Member shall commence on the first day of July following election as a Committee Member, provided that any Committee Member elected to fill a vacancy shall take office immediately upon election.  The regular term of a Committee Member shall expire on the 30th day of June, on the third year following their election, or upon completion of the term to which appointed to fill an existing vacancy.

B.  Additional Term.

1.  Committee Members may serve a second three-year term.  The member shall be nominated by the Committee Chair who will present the request for additional service to the Awards and Nominating Committee. The evaluation of Committee Member service and a decision on extending Committee Membership for one additional term will be decided by the Committee Chair in consultation with the Awards and Nominating Committee.  

2.  No Committee Member may serve more than two consecutive terms.

3.  In cases of exceptional need, Committee Members who have served two terms may be re-nominated for service after taking a one-year hiatus from the Council.  Members on hiatus may continue to actively participate in Council meetings and activities.


C.  Election Procedures.

1.  Committee Diversity. If possible, each committee shall at all times be constituted of a membership reflecting the diversity of the University in age group, graduation year, gender, geographic location, racial and ethnic diversity, degrees attained and educational training, affinity group and selected degree and careers. 

2.  Nomination Procedure.  Nominations for Committee membership shall be actively solicited from the entire university community including students, faculty, staff and administration, as well as from the Council, Trustees and affiliated university clubs, fraternities, sororities, and friends.  Nominations may be oral, or written, and as requested through solicitation in official alumni publications, which shall specify Committee criteria.  Consideration shall likewise be given to existing non-voting committee members who may wish to become voting members.

3.  Nomination Slate.  Nominations for specific committees are reviewed by the Committee Chair and ratified by the Alumni Council Executive Committee.

4.  Special Appointments.  In consultation with the Nominating Chair, the University may directly appoint committee members to the Council to fill specific and compelling needs not currently represented in the Council membership.

 5.  Notification. Following Executive Committee ratification of the slate, the current Committee Chair shall notify nominees of their election.

 

D.  Vacancies.

 Vacancies on the standing committees, occurring for whatever reason, may be filled by the Committee Chair for the unexpired term. 

E.  Absences.

Any committee member who misses two (2) out of three (3) of the regularly scheduled Alumni Council meetings in any given year, may be subject to removal from the Alumni Council by a majority vote of the Executive Committee.  Notification of this provision shall be provided to said member by the President after consultation with the officers of the Council.

F.  Removal for Cause.

Any Committee Member who has failed to perform the duties and responsibilities of his or her position, or who has violated the Code of Conduct or other university policy, may be subject to removal from the Alumni Council by the Committee Chair in consultation with the Alumni Council President.  Annually, the Committee Member will be asked to provide a self-assessment of his or her performance.  If it is determined that a Committee Member is no longer able to fulfill the duties of his or her position, or has violated the Code of Conduct or other university policy, at the recommendation of the Committee Chair and approval of the Alumni Council President, the Committee Member will be asked to resign from his or her position and a successor shall be appointed by the Committee Chair in consultation with the Nominating Committee.

 

Section 3. Term for Non-Voting Members.

There shall be no term for non-voting members of the Alumni Council except as specified in other volunteer procedures or job descriptions.

 

Section 4.  Committee Structure.

There shall be an Executive Committee and other standing or special committees as the Executive Committee may from time to time resolve.  All committees shall convene during each regular Alumni Council meeting and at other times outside of these meetings as determined by the committee chair or Council president.

 

Section 5.  Alumni Council Committees.

A.     Standing Committees: 

Admission Chair

Affinity Groups

Alumni Fund

Athletics

Class Programs

Career and Employment Services

Regional Clubs

Student Alumni Association

 

B.   General.  The Committees listed in Section 2A shall be standing committees of the Council.

C.   Membership.  There shall be no fewer than three (3) voting members on any standing committee unless the Executive Committee, for compelling reasons, resolves that a particular committee has needs beyond these limitations.  The Chair of the Nominating Committee, shall, when possible,  be the Immediate Past-President of the Alumni Council.  If the Immediate Past-President is unable to serve, the President must appoint a chairman.

 

Section 6.  Committees, Chairman, and Quorum.

A.   Any committee may be formed on recommendation and appointment by the President and Director of Alumni and Parent Relations, subject to resolution by the Executive Committee, as circumstances arise and reasonably require a need for said committee.  In addition to specific requirements otherwise set forth, in constituting a committee, the Executive Committee shall specify its purpose, duration and membership.

B.   Unless otherwise provided, all committees shall consist of at least three (3) Alumni Council Members and a Committee Chairperson designated by the Executive Committee.  A majority of the membership of any committee shall constitute a quorum, so long as at least two (2) Alumni Council Members are present.

 

Section 7.  Committee Meetings.

Meetings of any committee may be called at any reasonable time by the Chairperson of said committee or by the President.  The time, place, and purpose of all committee meetings shall be specified in the notice.  Only committee members are entitled to notice, but any Executive Committee member may attend meetings of any committee.  Requests for items to be placed on the agenda of any committee meeting may be submitted by any voting member, but must be provided in writing to the Committee Chair, Director of Alumni and Parent Relations or other staff liaison, not less than three (3) days prior to the meeting.

 

Section 8.  Committee Duties and Responsibilities.

The Executive Committee shall define and modify the specific authority and duty of every committee, standing or otherwise.  Each committee shall prepare an annual statement of recommendation concerning its specific duty and responsibility.  The statement shall be provided to the President, Director of Alumni and Parent Relations, and Executive Committee, which shall review and approve each statement, as prepared; and the Executive Committee shall confirm, or modify, recommendations made.

 

Section 9.  Meetings of the Alumni Council.

A. Regular Meetings.  The Alumni Council shall hold regular meetings two (2) times each year in the fall and spring.  In addition, the Executive Committee shall meet a third time in conjunction with the winter meeting of the Board of Trustees. This schedule may be altered as may be determined by the Executive Committee, the Director of Alumni and Parent Relations, and the University. 

B. Committee Meetings. Committees will meet at Council meetings, and at other times during the year on an as needed basis via teleconference or other medium.

C. Special Meetings.  Special meetings may be called by the President, or any nine (9) members of the Executive Committee.  The call for a special meeting shall state the nature of the business to be considered and the place, date and hour of the meeting.  Notice of such special meetings shall be mailed to each voting member at least twenty (20) days before the day on which the meeting is to be held.  Business considered and acted upon shall be limited to that stated in the call for a meeting.  Attendance at a special meeting is not mandatory.  Special meetings may be conducted by telephone conference following notice duly approved.

D. Attendance.  Regular meetings of the Alumni Council shall be open to all voting and non-voting members of the Council.  The Alumni Council President shall have authority to exclude any non-voting member from a meeting for just cause.

E. Agenda.  Requests for items to be placed on the agenda of any regular or special Alumni Council meeting may be submitted by any Council member, but must be provided in writing to the President or Director of Alumni and Parent Relations not less than ten (10) days prior to the meeting.

F. Place of Meeting.  Meetings shall be held at the place designated in the notice of such a meeting, which is generally, but not necessarily, at a University building.

G. Quorum and Majority.  At least one-half of the voting membership shall constitute a quorum for the transaction of any business of the Council at any duly convened meeting.  Council action shall result upon majority vote of members present.

H. Rules of Order.  Robert’s Rules of Order (Latest Revision) shall be the procedural authority governing all Alumni Council meetings.

I. Order of Business.  The Alumni Council President, in consultation with the Director of Alumni and Parent Relations, shall prepare an agenda for each regular meeting and special meeting of the Alumni Council, which shall be mailed to Council members at least seven (7) days prior to the meeting.

 

 ARTICLE V - NOTICES

 

Section 1.  Notices.

             Whenever any notice is required to be given to any Alumni Council member, whether for a fixed meeting or any other purpose, it may be given personally, or sent by regular mail, fax, email or other form of written communication, charges prepaid, addressed to said Council meeting at the preferred address, as set forth in the records of the Council.  Whether such notice is mailed, or emailed, it shall be deemed given at the time deposited in the United States mail, or sent via email.

 

Section 2.  Waiver of Notices.

             A Council member may waive a notice in any manner.  Failure to immediately object to non-receipt of a notice is deemed a waiver and is deemed equivalent to receiving adequate notice.  A Council member may attend a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, in which case that matter shall be addressed as the first agenda item.

 

ARTICLE VI - AMENDMENTS

 

Section 1.  Amendments.

 These Bylaws may be amended or repealed at any regular meeting of the Executive Committee, provided:

A. Said action is taken by a vote of two-thirds of all Executive Committee members, whether or not present at a Executive Committee meeting considering amendment or repeal of these Bylaws, and;

B. Notice of the nature of the proposed amendment or repealer was provided in writing at the last previous meeting of the Executive Committee, or;

C. A written copy of the proposed amendment or repealer was mailed with the notice of the meeting.

 

Section 2.  Former Bylaws of the National Alumni Board and other Predecessor Organizations.

                All former Bylaws of the National Alumni Board and other predecessor alumni organizations, dated: June 16, 1976; May 17, 1978; December 18, 1980; April 27, 1982; January 15, 1988, and May 5, 1998 and November 17, 2000 are hereby repealed.

  

ARTICLE VII - MISCELLANEOUS

  

Section 1.  Incorporation.

The Council is not incorporated and no incorporation is to be inferred, nor corporate liability imposed, from the use of, or reference to, the word “Council” in these Articles and Bylaws (“Bylaws”).

 

Section 2.  Adoption and Effective Date.

The Bylaws set forth are respectfully submitted to the Executive Committee for consideration and approval.  Upon adoption by the Executive Committee, these Bylaws are considered effective from the date on which the Alumni Council of the University of Puget Sound was established (September 18, 2006), following the resolution of the Trustees, as acknowledged by the University.