Alumni Association By-Laws

Constitution and Bylaws of the Alumni Association of Shenandoah University

Article I

The Organization

The name of this organization is The Alumni Association of Shenandoah University. The Association is a part of the University structure and is subject to the oversight of the University President and the Board of Trustees.

Article II

Principal Office

The principal office of The Alumni Association is in the City of Winchester in the Commonwealth of Virginia.

Article III

Purpose

The purpose of The Alumni Association is to provide continuing service to the University and its alumni by facilitating communication and relations between alumni and the University community, and by managing the direction and progress of all alumni projects, events, and programs. Through its programs, the Association shall promote a spirit of fellowship and loyalty among the students, faculty and staff, alumni, and the greater University community. It is the cultivating ground which prepares our volunteers for positions of University leadership and cements the financial resource base of the institution.

Article IV

Alumni Association Membership

Section I. The governing authority of the affairs of the Association shall be vested in its active members and shall be exercised, subject to their control, by a Board of Directors.

Section II. The Association has three classifications of membership:

a) Regular: the membership of the Alumni Association consists of any former student of the University's for credit program who (a) has received an earned degree from Shenandoah University, (b) has earned a minimum of twelve (12) credit hours.

b) Honorary Alumni: members of the University community who do not otherwise meet the criteria established for membership can be designated honorary alumni with the approval of a majority of the Board of Directors. Selection shall be based on careful consideration of service by individuals on behalf of the University, the Association, one of the schools, academic departments or active organizations that provide volunteer and financial support. Honorary alumni shall have all the rights and privileges of membership with the exception of voting or holding a membership on the Association's Board of Directors.

c) Honorary Degreed Alumni: holders of honorary degrees from the University are automatically accorded membership in the Association. Honorary degreed alumni cannot be elected to office or the Board of Directors but are eligible to vote in elections if they qualify as an active member.

Section III. Active member status.

a) An active member shall be an alumnus/alumna who has contributed to any recognized Shenandoah fund in the last fiscal year.

b) Only active members shall be eligible to serve in the elective positions of the Association.

Section IV. The Annual Meeting of the Association shall be held in Winchester, Virginia, at a time and place designated by the Board.

Section V. Special meetings of the Association may be held on call of the Board of Directors.

Section VI. Notice of all meetings of the Association, whether annual or special, shall be given by the President or the Executive Director by letter or prominent notice in an alumni publication not less than thirty (30) days prior to the date of the meeting. Notice of any special meetings shall state the purposes of the meetings. No business shall be transacted at a special meeting that does not relate to the purposes stated in the notice.

Article V

Membership of the Board of Directors

Members are elected for terms of three (3) years. No member can serve more than two (2) consecutive terms except in the case of officers who continue to serve on the Board as long as they hold an office. Partial terms are excluded when considering two (2) consecutive terms. A member may be re-elected to the Board after one (1) year has elapsed following the expiration of the second term.

Section I. Powers: As provided by the Constitution of the Shenandoah University Alumni Association, the Board of Directors shall be empowered to act on behalf of the Association in all matters and adopt rules governing all members of the organization insofar as such rules are not inconsistent with the provisions of the Constitution and Bylaws of the Shenandoah University Alumni Association.

Section II. Membership: The membership of the Board of Directors shall be representative of the Association and of the campus community and shall include the following:

a) The officers of the Alumni Association are elected by the Board and comprise the Executive Committee of the Association.

b) The previous five (5) presidents of the Alumni Association preceding the immediate past president who serves as an officer.

c) As many as sixty (60) members at large (including officers), one-third to be elected annually by the Board of Directors for terms of three years. The terms shall be staggered so that each year one-third of the new members will be elected by the Board.

d) Ex-officio members may include: A member of the Board of Trustees, the President of the University, The President of the Fifty-Year Club, the Vice President for Development, the Vice President for Student Affairs, the Vice President for Academic Affairs, the President of the Student Government Association or equivalent member of the student body organization, the President of the Student Alumni Association, the Senior Class President, the Executive Director of the Alumni Association, and each of the staff members of the Office of Alumni Affairs.

e) The president shall be empowered to appoint three people to the Board of Directors for the period not to exceed one year. He/she may reappoint any or all for additional terms, if he/she deems appropriate.

f) Board Representation: To ensure a balanced representation of the alumni body, recommended guidelines for representation shall be as follows: five alumni from the College of Arts and Sciences; five alumni from the Conservatory; six alumni from the Harry F. Byrd, Jr. School of Business; six alumni from the School of Health Professions and Bernard J. Dunn, School of Pharmacy; two alumni from the University faculty; two alumni from the University administration; and acknowledging the space for future positions for alumni from new programs added to the University. Of this representation there shall be at least six alumni from the Dayton campus and six from the Winchester campus. It is understood that these are only general guidelines for the nominating committee to provide a framework to give equal representation to each of the schools within the University and cannot be strictly followed in every detail.

Section III. Vacancies: When membership vacancies occur and organizations entitled to representation are left without representation on the Board, the Executive Committee of the Board may appoint an interim representative.

a) Consistent meeting absence over a year without a reasonable excuse, as determined by the Executive Committee, will be grounds for replacing a member.

Section IV. Officers: The officers of the Board of Directors shall be a President, First Vice President, Second Vice President, and Secretary. They are elected by the Board of Directors for a term of one year. Officers may not serve more that two consecutive terms. A Board member will automatically serve additional years if elected as an officer even though his/her three-year Board term may end while he/she is holding office. An elected Officer may not serve in the same position for more than one term. The Executive Director of the Alumni Association, appointed by the President of the University for an indefinite term, is an ex-officio officer of the Board. The officers and their respective duties shall be as follows:

a) The term of office shall be from September 1 through August 31.

b) The President exercises a general executive control of the affairs of the Association; presides at all meetings of the Association, the Board, and the Executive Committee; appoints members of committees; serves as an ex-officio member of all committees; performs all duties incident to the office; and such other powers and duties as may from time to time be delegated to the President by the Board.

c) The First Vice President, in the absence or disability of the President, shall perform the duties of the President. S/he shall chair one of the major committees and such other duties as the Board may from time to time prescribe.

d) The Second Vice President, in the absence or disability of the President, and the First Vice President, shall perform the duties of the President. He/she shall chair one of the major committees and such other duties as the Board may from time to time prescribe.

e) The Immediate Past President will serve on the Board and the Executive Committee, and act as counsel in their deliberations. The Immediate Past President will serve for a term of one (1) year.

f) The Secretary keeps the minutes of meetings of the Association, the Board, and the Executive Committee, and submits them to the Executive Director within fifteen (15) days of the meeting. He/she shall chair one of the major committees and such other duties as the Board may from time to time prescribe.

g) The executive director of the Alumni Association coordinates the office of Alumni. He/she is responsible on a day-to-day basis for the operation of the Association.

Section V. Executive Committee: The Executive Committee of the Association shall be empowered to act on behalf of the Board on all matters in the interim between Board of Directors meetings. The Executive Committee is composed of the officers listed in Article IV, Section 4.

Section VI. Meetings: The Board of Directors shall hold meetings on the annual Spring Alumni Weekend and the Fall Alumni Weekend. The dates of the meetings shall be determined by the Executive Committee, Which may also call other meetings at its discretions.

Section VII. Quorum: A majority of the members of the Board of Directors shall constitute a quorum.

Article VI

Election of Directors and Officers

Section I. The election of members of the Board of Directors shall be as follows:

a) The President of the Association shall appoint a Nominating Committee consisting of up to five (5) active members of the Association, of whom at least (3) are currently members of the Board. The chair shall be a current Board member not serving as an officer. The committee shall be selected a minimum of four (4) months prior to the date of the annual meeting of the Association.

b) The Nominating Committee shall confer and consider all names which have been suggested and upon receiving the consent of the suggested persons chosen, shall nominate one (1) person for each vacancy which shall occur on the Board.

c) The chair of the Nominating Committee shall present the nominees at the annual meeting of the Association (at which time nominations from the floor may be accepted, and the election shall proceed). A majority of votes cast shall elect the new members. The new members' terms begin on September 1, of each year, or as otherwise determined by the Board of Directors.

Section II. The election of the Officers of the Association shall be as follows:

a) The Nominating Committee shall choose from the membership of the Board, nominees for the officers of the Association. Officers to be nominated are President, First Vice President; Second Vice President; Secretary; Treasurer, if this office is to be filled. Officers who have served one (1) term may be nominated for an additional one (1) year term.

b) The chair of the Nominating Committee shall present the nominees at the designated Board of Directors meeting at which time nominations from the floor may be accepted, and the election shall proceed. A majority of votes cast shall elect the officers. The term of office shall begin on September 1, of each year, or as otherwise determined by the Board of Directors.

Article VII

Board Meetings

Section I. The regular semi annual meetings of the Board of Directors shall be held in the Commonwealth of Virginia at a time and place recommended by the President of the Association and approved by the Board of Directors. A portion of each regular meeting may be reserved for a meeting of the Executive Committee.

Section II. Special meetings may be called at any time by:

a) The Association President and any two (2) members of the Executive Committee; or:

b) upon the request of one-third (1/3) of the Directors.

The objectives of the meeting must be set forth in both the call for and the notice of the meeting. No business is transacted at a special meeting that does not relate to the purposes for which it was convened.

Section III. A quorum at any meeting of the Board of Directors shall consist of a majority of the membership of the Board. Meetings may be conducted through telecommunications equipment, provided all Directors participating can hear each other simultaneously.

Section IV. Any member of the Board who is absent from two (2) consecutive regular meetings of the Board, except for reasons accepted as sufficient by the Executive Committee, or ceases to be an Active member of the Association, ceases to be a member of the Board, and the Board may elect a member to the vacancy for the unexpired term.

Article VIII

Committees

Officers of the Board shall serve as chairs of the major committees. Each member of the Board will be assigned to one of the major committees. Committee chairs are free to recruit committee members who are not members of the Board.

Section I. Executive Committee. There shall be an Executive Committee of the Board of Directors to be composed of the officers and the Executive Director. The Executive Committee has general supervision of the affairs of the Association and the Board between meetings of the Board. The Executive Committee meets at least two (2) times each year, and the President or Executive Director may call special meetings if required. The Executive Committee may act on behalf of the Board as necessary in a situation requiring immediate action. Minutes of all Executive Committee actions are reported for approval at the next meeting of the Board of Directors.

Section II. General Committees. There are an Executive Committee and a minimum of three major committees of the Board. The major committees shall be those most desired and required at any specific time. Examples are, but not limited to: Awards, Communications, Student Alumni, Constituent Organizations, and Events. The Executive Committee shall have the power and responsibility for determining the three major committees required. The Board, the Executive Committee, the President, or the Executive Director may create and, in turn, abolish special or ad hoc committees it may establish for the discharge of particular duties.

Article IX

Rules of Procedure

The rules contained in the latest revision of Robert's Rules of Order shall govern all meetings of the Board of Directors except to the extent that the same may conflict with these bylaws.

Article X

Amendments

These by-laws may be amended by a vote of two-thirds of the members present and voting at any regular or called meeting of the board at which a quorum or one-half of the membership is present or by two-thirds of the members of the Board voting by mail. A written notice of the proposed amendments shall be submitted to all members of the Board of Directors at least 30 days prior to the time that a vote is required.

Accepted: April 25, 2009