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. August 1-9, 2001ARTICLE IV Membership Section 1 -- 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. A. Membership. The Association has three classifications of membership

Regular: any former student of the University's program for credit during regular academic sessions who (a) has received an earned degree from Shenandoah University, (b) has earned a minimum of twelve (12) credit hours and has received honorable dismissal from the University.

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.

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.

B. Active Member. An active member shall be an alumnus/alumna or honorary member who has contributed to any recognized Shenandoah fund in the last fiscal year. Only active members shall be eligible to serve in the elective positions of the Association.

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

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

Section IV -- 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 The Board of Directors is composed of not less than fifteen (15) members, one third (1/3) of whom are elected annually. 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. The Executive Committee may fill vacancies on the Board or in the offices of the Association arising from unexpired terms, and the President of the Association appoints a Nominating Committee to nominate candidates for election to the Board and to offices of the Association in accordance with provisions of these Bylaws.

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 call for nominations shall be published in all alumni communications including newsletters, newspapers, magazines and electronic broadcasts beginning five (5) months before the date of the election.

(c) 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.

(d) The chair of the Nominating Committee shall present the nominees at the annual meeting of the Association at which time nominations from the floor from active members may be accepted for active members, and the election shall proceed. A plurality of votes cast shall elect the new members. The new members' terms begin on July 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; Assistant Secretary; and 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 plurality of votes cast shall elect the officers. The term of office shall begin on July 1, of each year, or as otherwise determined by the Board of Directors.

ARTICLE VII

Board Meetings

Section I. The regular semiannual meetings of the Board of Directors shall be held in the Commonwealth of Virginia at a time and place determined by the President of the Association. 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) 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 Officers

Section I -- The officers of the Association shall be President, First Vice President, Second Vice President, Immediate Past President, Secretary, and Assistant Secretary, who shall be elected by the Board of Directors from its membership for a term of one (1) year, unless otherwise provided here, and shall hold office until their successors are elected and have qualified. A Treasurer may be elected if required. Officers shall not be eligible for election for more than two (2) terms. Section II -- Officers, Duties. The officers and their respective duties shall be as follows:

(a) 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.

(b) 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.

(c) The Second Vice President, in the absence or disability of the President, and the First Vice 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 Immediate Past President will serve on the Board and the Executive Committee, and act as council in their deliberations. The Immediate Past President will serve for a term of (1) year.

(e) 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. S/he shall chair one of the major committees and such other duties as the Board may from time to time prescribe.

(f) The Assistant Secretary shall be responsible to the Secretary and perform the duties of Secretary when absence or disability require. The Assistant Secretary will assist the Executive Director as required in the maintenance of Association and Board documents including, but not limited to, minutes, agreements, contracts, resolutions, and bylaws. The Board and the Executive Director may from time to time assign other duties.

 ARTICLE IX Committees

Section I -- 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: 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. 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 II -- 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.

Section III -- Major Committees.The President with the assistance of the Executive Director shall assign each member of the Board of Directors to one of three major committees. These committees shall meet at least twice annually. The President shall assign one of the officers as chair of each committee.

ARTICLE X

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 XI Amendments These bylaws may be amended by the Board of Directors at any regular or called meeting, provided that a copy of such amendment is distributed to the members a minimum of thirty (30) days before the meeting.

Adopted January 13, 2001

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