Alumni Association Bylaws

Constitution and Bylaws of the Shenandoah University Alumni Association

Article I

The Organization
The name of this organization is The Shenandoah University Alumni Association. 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

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 current and  future students, faculty and staff, alumni and the greater University and global 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 four classifications of membership:
  • 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 twenty-four (24) credit hours or two (2) semesters as a full-time student.
  • Active: an active member shall be an alumnus/alumna 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.
  • 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.
• 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 Office of Donor & Alumni Relations by letter or email 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

• 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:
  • The officers of the Alumni Association are elected by the Board and comprise the Executive Committee of the Association.
  • The previous five (5) presidents of the Alumni Association preceding the immediate past president who serves as an officer.
  • As many as forty-five (45) 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.
  • Ex-officio members may include: A member of the Board of Trustees; the President of the University; University Vice Presidents; the President of the Dayton Alumni Society and the leader(s) of any other official alumni affinity group established by the Alumni Association; the President of the Student Government Association and equivalent members of student body organizations; and each of the staff members of the Office of Donor & Alumni Relations.
  • 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.
  • Board Representation: The goal is to ensure a balanced representation of the alumni body, based on representation by decades and each of the university’s schools.
• 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.
  • 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, Secretary and Immediate Past President. They are elected by the  Board of Directors for one two-year term in the same office. Officers may not serve more than one  term in each office. 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. The head of the Office of Donor & Alumni Relations, 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:
  • The term of office shall be from September 1 through August 31 spanning a two-year period.
  • 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. The President serves as an ex-officio member of the Shenandoah University Board of Trustees during his/her term as President of the Association.
  • The First Vice President, in the absence or disability of the 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.
  • 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.
  • 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 on the Executive Committee for a term of one (1) year.
  • The Secretary keeps the minutes of meetings of the Association, the Board, and the Executive Committee, and submits them to the Alumni Association President and the head of the Office of Donor & Alumni Relations within thirty (30) 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.
  • The orderly succession of Officers shall be from Secretary to Second Vice President, from Second Vice President to First Vice President, and from First Vice President to President.
  • The head of the Office of Donor & Alumni Relations oversees the Office of Donor & Alumni Relations. 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 ​V​, Section 4.
• Section VI. Meetings: The Board of Directors shall hold meetings in the fall and spring based on  the academic calendar of the University and its planned activities and events. The dates of the  meetings shall be determined by the Executive Committee, which may also call other meetings at its  discretion.
• Section VII. Quorum: A majority of the members of the Board of Directors shall constitute a  quorum.

Article VI

• Section I. The election of members of the Board of Directors shall be as follows:
  • 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 three (3) are currently members of the Board.
  • 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.
  • The chair of the Nominating Committee shall present the nominees at the annual meeting of the Board (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.
• Section II. The election of the Officers of the Association shall be as follows:
  • The Nominating Committee chairperson and Executive Board Committee shall confirm the slate of officers of the Association. The orderly succession of Officers shall be from Secretary to Second Vice President, from Second Vice President to First Vice President, and from First Vice President to President. Deleted Treasurer.
  • The chair of the Nominating Committee shall present the slate of officers 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. If more than one candidate for secretary exists, the full membership of the Board of Directors shall first vote to elect a secretary to the slate from the candidates presented. The term of office shall begin on September 1 of each year, or as otherwise determined by the Board of Directors.

Article VII

• 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:
  • The Association President and any two (2) members of the Executive Committee; or:
  • 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 (as stated in Article IV section II b) relinquishes membership from the Board.  The President of the Association may appoint a member to the vacancy for the unexpired term.
  

Article VIII

• Section I. Executive Committee. There shall be an Executive Committee of the Board of  Directors to be composed of the officers and the head of the Office of Donor & Alumni Relations. 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 the head of the Office of Donor & Alumni Relations 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, Alumni Engagement, Admissions &  Career Services, 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 head of the Office of Donor & Alumni Relations may create and, in turn, abolish special or ad hoc committees it may establish for  the discharge of particular duties.

Article IX

Article X