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Alumni Association Constitution and Bylaws

AMENDED AND RESTATED CONSTITUTION AND BYLAWS
of the Fitchburg State University Alumni Association
Adopted January 24, 2002
Amended June 7, 2018

ARTICLE I - NAME, LOCATION, AND FISCAL YEAR

1.1 Name and Purpose. The name of the organization shall be Fitchburg State University Alumni Association.

1.2 Location. The principal office of the Association shall be located at Fitchburg State University.

1.3 Fiscal Year. The fiscal year of the Association shall end on June 30 in each year.

ARTICLE II - MISSION / PURPOSE

2.1 Mission. The Fitchburg State University Alumni Association supports the University and its students by fostering opportunities for strong alumni participation and engagement, while participating in University events, educational enrichment activities, philanthropy, and building strong student-alumni relations.

2.2 Status. The Association is the official parent organization of the graduates and other former students of Fitchburg State University ("the University") and its antecedent institutions.

2.3 Purpose. The Association's purpose is to promote the educational, professional, social and economic interests of the University.

The Association shall strive to form close bonds among alumni, former students, current students, faculty, staff and the local community.

The Association will engage alumni in increasing numbers to participate through personal involvement and/or financial support of the University and the mission of the Association. Alumni and the Association will strive to be visible on campus and active participants in University life.

ARTICLE III - ASSOCIATION MEMBERSHIP

3.1 Membership. Any graduate of the University, either at the undergraduate or graduate level, is a member of the Association ("Member”). Anyone who has attended the University designated as former students, non-graduates, regardless of the number of hours completed, shall be automatically granted Associate Membership status.

3.2 Termination of Membership. The Board may suspend or terminate the membership of any Member or Associate Member for conduct unbecoming, or prejudicial to, the aims or repute of the Association or the University.

ARTICLE IV - ANNUAL MEETINGS

4.1 Annual Meetings. The annual meeting of the Members of the Association shall be held prior to June 30th each year and at such time and at such place as the Board of Directors shall determine, which shall be stated in a notice of the annual meeting given by the Secretary at least 30 days prior to the date of the annual meeting. Each annual meeting shall be held for the purpose of electing Directors and, as needed, Officers of the Association and for such other purposes as may properly be brought before the meeting.

4.2 Notice of Meetings. A written notice of every meeting of the Members, stating the place, date, and hour and the purpose for which the meeting is to be held, shall be given by the President, or by the Secretary, or by the assistant secretary, at least thirty (30) days before the meeting by electronic media and by posting such notice on the Fitchburg State University Alumni Association official website.

4.3 Quorum. A majority of the Directors at Large then in office shall constitute a quorum for the Annual Meeting or special meeting of the Members.

ARTICLE V - BOARD OF DIRECTORS

5.1 Powers. The affairs of the Association shall be managed by the Board of Directors, which shall have and may exercise all the powers of the Association, except those powers reserved to the Members by these Bylaws.

5.2 Number. The Board of Directors shall consist of not more than twenty- seven (27) or fewer than seventeen (17) individuals, as specified in these Bylaws, composed of Directors Ex-Officio and Directors At Large.

5.3 Composition. The Directors shall have the exclusive power, subject to these Bylaws, to determine the composition of the Board of Directors and procedures with respect to the selection or designation of and the qualification of Directors.

5.4 Directors Ex-Officio Without Vote. The persons holding the following three (3) offices shall be Directors, ex-officio without vote, for as long as they hold such office: the President of the University, the Chief Development Officer as appointed by the President of the University, and the chief alumni affairs officer. The Board of Directors may also invite student representatives to participate in Board meetings without vote. No more than four (4) individuals may serve in this capacity at one time.

5.5 Director Ex-Officio With Vote. The Fitchburg State University Alumni Representative to the Fitchburg State University Board of Trustees shall be a voting member of the Board of Directors ex-officio upon qualification as a member of the Fitchburg State University Board of Trustees. Should a Director at Large of the Fitchburg State University Alumni Board of Directors be qualified as a member of the Fitchburg State University Board of Trustees, that Director at Large seat shall be declared vacant.

5.6 Directors At Large. There shall be a minimum of twelve (12) Directors At Large, who shall be divided into three classes with three-year staggered terms to provide for continuity of leadership.

5.7 “Director.” The term "Director" as used throughout these Bylaws shall refer to Directors Ex-Officio, and to Directors At Large, collectively; provided only that nothing in this Section 5.2.6 shall, for any reason, be deemed to confer the right to vote on any Director Ex Officio without vote.

5.8 Nomination. The Nominating Committee shall nominate persons for election as Directors At Large at the annual meeting of the Members. The names of all persons so nominated shall be posted on the Fitchburg State University Alumni website -- at least fourteen (14) days prior to the annual meeting. In selecting nominees for the positions of Directors At Large, the Nominating Committee shall endeavor to provide a mix of background and expertise as well as representation from the various classes and locations. Nominations for Directors At Large may be made from the floor during the annual meeting.

5.9 Election. Directors At Large shall be nominated in the manner set forth in Section 5.3 of this Article and shall be elected by the Members at the annual meeting of the Members, in the manner prescribed by these Bylaws.

5.10 Tenure. A Director At Large shall hold office for a term of three (3) consecutive years, commencing July 1 following the annual meeting at which such Director shall have been elected. Each Director At Large shall hold office, except in the event of his or her death, resignation, removal or disqualification, for the term to which he or she is elected. Commencing June 2008 each elected class of Directors at large may only serve three consecutive terms. Exception: when a director is elected President or President Elect, time served as an officer will not be included in calculating 3 consecutive terms (9 years of continuous service as a Director.)

5.11 Removal. Except as otherwise provided by these Bylaws, Directors may be removed for cause by a vote of two-thirds (2/3) of the Directors then in office.

5.12 Resignation. Any Director may resign by delivering his or her written resignation to the President, Treasurer, or Secretary of the Association, to a meeting of the Members or Directors, or to the Association at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

5.13 Vacancies. In the event of the death, resignation, removal or disqualification of a Director At Large, the Secretary of the Association shall give prompt written notice thereof to the Chairperson of the Nominating Committee; and the Nominating Committee shall thereupon nominate a successor for election to fill the vacancy so created and shall furnish to the President and Secretary the name of such nominee. Upon receipt of the name of a nominee from the Nominating Committee, the President shall include on the agenda of the next meeting of the Board of Directors the nomination for the purpose of taking action with respect to the election of such nominee to the vacant office of Director. Any successor elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor or until he or she sooner dies, resigns, is removed, or becomes disqualified and shall hold such office subject to the same terms and conditions as are applicable to the other Directors.

Any vacancy of an Ex-Officio Director shall remain vacant until such time as the office in the University shall be filled by the election, succession, or appointment of a new person to such office.

A vacancy or vacancies in the Board of Directors shall not limit or impair its authority to do any thing or take any act that it is otherwise authorized to do or take.

5.14 Regular Meetings. Regular meetings of the Board of Directors may be held at such places and at such times as the Directors may determine, but not less frequently than quarterly.

5.15 Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place when called by the President of the Association or by the Secretary upon the written request of not fewer than eight (8) Directors.

5.16 Notice of Meetings. Notice of all meetings of the Directors shall be given to each Director by the Secretary or President of the Association or by such other officer as is designated by the President. Every such notice shall state the place, date and hour of the meeting.

5.17 Regular Meetings. Notice of each regular meeting shall be given to each Director by telephone, telecopy or by electronic mail or equivalent electronic media sent to such Director's last known business, home or electronic mail address, as appearing in the Association's records, or by written notice mailed to such Director’s last known business or home address, as appearing in the Association’s records, at least fourteen (14) days in advance of the meeting. Notice given at the commencement of the fiscal year of all regular meetings to be held during such year shall be sufficient notice hereunder of all such regular meetings.

5.18 Special Meetings. Notice of all special meetings shall be given to each Director by telephone, telecopy or by electronic mail or equivalent electronic media sent to such Director’s last known business, home or electronic mail address, as appearing in the Association’s records, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to such Director’s last known business or home address, as appearing in the Association’s records, at least seventy-two (72) hours in advance of the meeting. Every such notice shall state the purpose of the meeting.

5.19 Quorum. Except as otherwise required by these Bylaws, at any meeting of the Directors, a majority of the Directors at Large then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

5.20 Action by Vote. Except as otherwise required by these Bylaws, when a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including the election of officers. Upon a two-thirds vote of the Directors present at a meeting, Directors may be allowed to participate in a meeting of the Directors by means of a conference telephone or similar communications equipment that permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Voting by proxy shall not be permitted at a meeting of the Board of Directors.

5.21 Committees. Committees shall be established by the Board of Directors as set forth in Article VII.

5.22 Adjournments. Any meeting of Directors may be adjourned to any other time and place as a majority of those Directors present at such meeting and voting shall determine. No notice of any adjourned meeting shall be required if (a) the time and place thereof are announced at the meeting at which the adjournment is taken, and (b) the adjournment is for fewer than thirty (30) days, except Directors not present at the meeting must be notified of the adjourned meeting.

ARTICLE VI - OFFICERS

6.1 Number and Qualification. The elected officers of the Association shall be President, President Elect, Treasurer, Secretary, and Immediate Past President, and such other officers, if any, as the Directors may determine, who shall have such duties, powers, and functions as is hereinafter provided or as the Directors shall determine.

6.2 Nomination. The Nominating Committee shall nominate persons for election as President Elect, Treasurer, and Secretary at the annual meeting of the Members at which elections to fill such offices are to be held. Written notice of the names of such nominees shall be given by the Secretary to the Members at least ten (10) days prior to the date of such annual meeting by electronic media and by posting such notice on the Fitchburg State University Alumni Association official website. Nominations of others for election to such positions may be made from the floor during the annual meeting of Members.

6.3 Election. The President, President Elect, Treasurer, and Secretary shall be elected bi-annually by the Members at the appropriate annual meeting.

6.4 Tenure. Except as otherwise provided by these Bylaws, the President, President Elect, Treasurer, Secretary, and Immediate Past President shall each hold office for two consecutive years commencing July 1 following the annual meeting at which such officers shall have been elected. When an officer position is filled due to a vacancy, that officer may serve out the remaining term for the office in which the vacancy occurred and still be eligible to be elected to serve a full two-year term.

6.5 President. The President shall preside over all Board meetings and general meetings of the Association. The President shall give or cause the Secretary to give notice of all meetings of the Board of Directors. The President shall serve as an ex-officio, member of all Association Committees and may appoint ad-hoc committees. The President shall assist the University staff in preparing the Association budget. The President shall represent the Association on the Board of Directors of the Fitchburg State University Foundation and shall represent the Association at University and public events.

6.6 President Elect. The President Elect shall assume the office of President on July 1 following the annual meeting at which the election of officers takes place. The President-elect shall assist the President in the performance of his/her duties and shall perform the duties of the President in his/her absence.

6.7 Acting President. In the absence or disability of the President or in the case of an unfilled vacancy in that office, the President Elect shall perform his or her duties subject to the provisions of these Bylaws. In the absence or disability of both the President and the President Elect, the Immediate Past President shall perform the duties of the President.

6.8 Treasurer. At each regular meeting of the Board of Directors, at the annual meeting of the Members, and otherwise as the Board of Directors shall require, the Treasurer shall report on the financial status of the Association. The Treasurer shall assist the University staff in the preparation of the Association budget.

6.9 Secretary. The Secretary or their designee shall record the minutes of all meetings of the Directors and all meetings of the Members. The Secretary shall conduct the official correspondence of the Board and the Association and shall have charge of all its records.

6.10 Immediate Past President. The Immediate Past President shall serve as an advisor to the President and assume duties that may be assigned by the President.

6.11 Removal. An elected officer may be removed from office for cause by a vote of two-thirds of the Directors then in office. An elected officer may be removed for cause only after reasonable notice and opportunity to be heard.

6.12 Resignation. Any officer may resign by delivering such officer's written resignation to another officer who is the President, Treasurer, or Secretary, to a meeting of the Members or Directors, or to the Association at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective.

6.13 Vacancies. If the office of any officer becomes vacant, the vacancy shall be filled as follows:

(i) A vacancy in the office of President shall be filled by the President Elect.

(ii) A vacancy in the office of President Elect, Treasurer, or Secretary shall be filled by an individual elected by the Board of Directors upon recommendation of the Nominating Committee.

(iii) Each such successor shall hold office for the unexpired term of his or her predecessor.

(iv) A vacancy in the office of Immediate Past President will not be filled until the next bi-annual election.

6.14 Eligibility for Office. No ex-officio Director shall be eligible to hold office in the Association.

ARTICLE VII - COUNCILS, COMMITTEES AND TASK FORCES

7.1 Executive Committee. There shall be an Executive Committee consisting of the President, President Elect, Treasurer, Secretary, Immediate Past President, and three other directors nominated by the President and elected by the Board of Directors.

7.2 Nominating Committee. There shall be a Nominating Committee appointed by the President with the consent of the Board of Directors at the first regular meeting of the Board of Directors following the Annual Meeting. The Nominating Committee shall consist of the Immediate Past President, and five other members two of whom shall be Members who are not members of the Board of Directors.

7.3 Other Committees. The Board of Directors may constitute such other committees as it determines are necessary or appropriate.

ARTICLE VIII

8.1 Amendments. This Constitution and bylaws may be amended at a regular meeting of the Board of Directors by a vote of two-thirds of the Directors who are in attendance and eligible to vote; provided, however, that the proposed amendment shall have been presented to the Board of Directors at its previous regular meeting.

ARTICLE IX

9.1 Conflict of Interest. No Director of Officer shall engage in any conduct that constitutes a conflict of interest between his or her obligations to the Association and his or her obligations to any other person or body; provided, however, that no Director ex officio shall be deemed to have engaged in conduct that constitutes a conflict of interest by reason of any act done in his or her office or position at the University. If a conflict of interest is brought to the Board, the Board will appoint a Board of Review, which will investigate the alleged conflict and make a ruling. The Board of Review will have the mandate to propose either a temporary or permanent suspension of responsibilities of an Officer or Director found to have a conflict of interest.

ARTICLE X

10.1 Dissolution. The Association may be dissolved by a vote of three-fourths of the Directors then in office.

SENSE OF BOARD STATEMENT

Upon revision of the Fitchburg State University Alumni Association bylaws on February 28, 2008, the board voted on the following statement to memorialize its discussion of terms of officers and the alumni representative to the Fitchburg State University Board of Trustees:

Term of the President: While the bylaws do not limit the term of the Alumni Association president, it is the sense of the board that the president would serve a single two-year term.

Because situations can arise that make it in the best interest of the association to ask a sitting president to serve an additional term, the board has not imposed a fixed term limit in the bylaws. However, absent a declaration by the board of an extraordinary event, the term of a president should be limited to two years.

Alumni Representative on the Fitchburg State University Board of Trustees: It is a distinct honor for a member of the Alumni Association to be selected to serve as the Alumni Representative to the Fitchburg State University Board of Trustees. Terms on the Board of Trustees are five years. The alumni board recognizes the importance of giving their representative sufficient time to settle into the role of university trustee so as to have maximum influence as a member of that body on behalf of all alumni. However, to provide the opportunity for other alumni to serve on the University Board of Trustees, the board would expect not to nominate an individual for this position for more than two terms.

This statement was voted on and approved by the Alumni Association Board of Directors on February 28, 2008 and is to be attached to the bylaws of the Association.