Alumni Association Bylaws and Constitution

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Constitution of the Antioch College Alumni Association Board of Directors

Contents

Article I - Name

The name of this Association shall be the Antioch College Alumni Association.

Article II - Governance By and Membership In The Antioch College Alumni Association

The Antioch College Alumni Association (Association) shall operate its affairs in conformity with the Constitution of the Association. In the event that Antioch College ceases operations, disbands, or ceases existence for any cause, then this Association shall continue its existence as an independent organization.


Article III - Principal Office

The principal office of the Association shall be the Office of Alumni Relations, or its successor, on the campus of Antioch College, in Yellow Springs, County of Greene, State of Ohio. The Association may have such other offices as may from time to time be designated by its members or its Board of Directors.

Article IV - Purposes

The purposes of this Association shall be:

A. To encourage communication among the alumni of Antioch College;
B. To maintain and promote the dedication of its alumni to Antioch College;
C. To assist and to promote the interests of Antioch College.

This Association is organized and operated exclusively for the above-stated purposes, and for other non-profit purposes, and no part of any net earnings shall inure to the benefit of any private member.

Article V - Powers

In furtherance of the purposes described in Article IV, but not in limitation thereof, the Association shall have the power to collect and disseminate information, engage in fund raising and organizational activities, and to hold such property as is necessary to carry out its purposes.

Article VI - Membership

Section 1 - Eligibility

Members of the Antioch College Alumni Association shall be:

A. all graduates of Antioch College;
B. all other former students who have completed one year of attendance at Antioch College;
C. honorary members as designated by the Board of Directors.

Section 2 - Voting Rights

All members shall have equal voting rights.

Article VII - Board of Directors

Section 1 - Administration

The administration of the affairs of the Antioch College Alumni Association shall be vested in a Board of Directors composed of at least 21 members, all of whom must be members of the Antioch College Alumni Association. Except as otherwise provided by this constitution or the Board of Directors in its By-Laws for the appointment of members of the Board to fill any vacancies occurring thereon for less than a full term, nominations for members of the Board shall be proposed to the membership of the Association by the Board of Directors or the membership and voted upon by the membership of the Association according to procedures established by the Board of Directors in its By-Laws.

Section 2 - Officers

The Board of Directors shall elect a President, a Vice President, and such other Officer(s) as the Board may from time to time determine, according to procedures established by the Board of Directors in its By-Laws.

Section 3 - Term

Directors shall serve for no more than two consecutive three-year terms, with the exception that a president or vice president may serve on the Board until his/her term of office expires. Members of the Board of Directors may be re-elected thereafter the lapse of two years.

Section 4 - Duties

The Board of Directors shall promote and carry out the affairs of the Antioch College Alumni Association in accordance with this Constitution and the By-Laws of the Association.

Article VIII - Meetings

There shall be at least one meeting per year of the members of the Association. The time, date, and place of the Annual Meeting shall be fixed by the Board of Directors, upon such notice as they shall from time to time determine. If more than one meeting is held in any one year, one meeting shall be designated to be the Annual Meeting.

Article IX - Amendments

This Constitution may be amended by a two-thirds affirmative vote of those members of the Association voting, provided that a written or electronic ballot and notice setting forth the proposed amendment or amendments with the reasons therefore shall have been sent to each member, for whom a mailing (or e-mail) address is known, at least 30 days prior to the proposed effective date of the amendment. The notice of proposed amendment shall specify a deadline by which all ballots must be received by the Office of Alumni Relations in order to be counted. Once adopted, any amendments to this Constitution shall be binding on all members of the Association.

Article X - By-Laws

By-Laws shall be hereafter adopted by the Board of Directors. Such By-Laws may be amended or repealed, in whole or in part, in the manner provided therein.

Article XI - Distribution of Property on Dissolution

In the event of dissolution of this Association, its property shall be distributed to Antioch College.


Bylaws of the Antioch College Alumni Association Board of Directors

Preamble

In order to further the purposes of the Antioch College Alumni Association (Association) as set forth in the Constitution, the aims and goals of this Association shall be, through its own actions, offices of Antioch College (College) and local alumni chapters, to:

A. Foster communication among fellow alumni, alumni chapters, the Association and the College.
B. Coordinate and conduct the Annual Alumni Reunion.
C. Support the development and operation of alumni chapters.
D. Conduct fundraising in collaboration and coordination with the fundraising efforts of the College.
E. Aid in the recruitment and mentoring of students
F. Help identify, arrange and enhance co-op jobs.
G. Confer, coordinate and collaborate with the Board of Trustees of the College to enhance the well-being of the College on matters within the Association’s purposes.
H. Participate in other necessary and appropriate activities to further these aims and goals and the purposes set forth in the Constitution.

Article I - Selection of Directors

Section 1 - Eligibility

Members of the Board of Directors shall be selected from among the members of the Antioch College Alumni Association.

Section 2 - Selection Procedures

A. Elected Members.
  • The Nominating Committee, established under Article VI, Section 2 of these Bylaws, shall solicit and gather nominations to fill positions on the Board.
  • The Nominating Committee shall present its list of nominations to the Board in writing at least 30 days in advance of the Board meeting that immediately precedes the Annual Meeting of the members of the Association (Annual Meeting), or at a Special meeting called for the purpose of nominating Directors.
  • The Board shall prepare a slate of nominees for Directors to be elected by mail and/or electronic ballot from the list of nominations submitted by the Nominating Committee, or as otherwise nominated by action of the Board.
  • Notice of the slate of nominees, voting instructions and ballots shall be sent to all members of the Association by mail and/or electronically. The Board shall set a date that is at least 14 days in advance of the Annual Meeting and only those ballots that the Office of Alumni Relations or its successor receives by mail or electronically by the close of business on the date set by the Board shall be counted.
  • The nominees who receive the most votes shall be elected to the Board by number of votes received until all vacancies on the Board are filled (e.g., if six positions are to be filled, the six nominees receiving the most votes shall be elected). In the event of a tie, the Board shall break the tie by a majority vote.
B. Appointed Members.
The Board may appoint by a majority vote such additional Directors as may be deemed necessary 1) to fill any vacancies that exist on the Board or 2) to complete the terms of Directors who resign in mid-term. All appointments should take into account such factors as involvement with the College and the diversity of the Board with regard to skills, gender, age/year, geographic distribution, race/ethnicity, and sexual orientation.
If an appointment is to fill the remainder of a term of another Director who has left the Board, the appointed Director will be eligible to be elected to two full three year terms after completing the remainder term if the remainder term was one year or less, but will be eligible to be elected to one full three-year term after completing the remainder term if the remainder term was more than one year.

Article II - Term of Service and Responsibilities of Directors

Section 1 - Term of Service

A. Term of Service.
Elected Directors shall assume office at the end of the Annual Meeting, or on another date designated by the Board when the Board meets to approve the slate of nominees. Appointed Directors shall assume office at the Board meeting (which may be a regular or Special Board meeting) immediately following their appointment.
B. Term Limits.
Directors shall serve no more than two consecutive three-year terms in addition to any remainder term to which the Director had been appointed as provided in Section 2 B, except that any Director may also serve up to two consecutive two-year terms in each elected office established by these bylaws. Former directors who have served thus shall not be eligible to run for the Board until two years following their last date in office.

Section 2 - Responsibilities of Directors

Each Director is expected to participate in and contribute to the work of the Board, which includes attending regular and special meetings of the Board absent compelling personal or professional circumstances, serving on two standing Board committees, being active in a chapter of the Alumni Association where feasible and making a personally significant financial contribution to the College.

Article III - Number of Directors

The Board of Directors shall consist of no fewer than 21 and no more than 30 Directors.

Article IV - Meetings of Directors

Section 1 - Regular Meetings

A. Schedule and Purpose.
At least three regular meetings of the Board of Directors shall be held in person each year. One shall be on campus during the annual College Reunion and the other two required meetings shall be held at any time at the call of the President. The purpose of the meetings shall be to nominate Directors, elect Officers, receive reports from current Directors, Officers, and committees, and transact other business of the Association.
B. Notification.
The Secretary shall send written or other notice of regular Board meetings to all Directors at least 30 days before any such meeting. The notice shall state the time, place, and agenda of the meeting.

Section 2 - Special Meetings

A. Presidential Prerogative. The President may call Special Board meetings upon his or her own initiative. Written notice of such Special Board meetings shall be sent by the President or Secretary to all Directors at least five days before any such meeting.
B. Directors’ Request. The President shall call Special Board meetings at the written request of 1/3 of the Directors. Special Board meetings shall be called no later than 30 days after the President receives such request.
C. Notice and Means. The notice shall state the time and purpose of the meeting as well as other relevant information. Special Board meetings may be held via telephone conference or other means.

Section 3 - Validity of Actions Taken at Meetings or in Writing

An action shall be valid if it is taken at a regular or Special Board meeting that is properly called and if a quorum of the Board attends that meeting. If no quorum exists at a regular or Special Board meeting, the President may give notice to Directors within ten days after the date of such meeting to vote on an action in writing. The action shall be valid if all of the Directors vote in favor of the action in writing within ten days after the date of such notice.

Section 4 - Quorum

A quorum at any meeting shall be a simple majority of the number of Directors then serving. An action taken by a vote of the majority of Directors present at a meeting at which a quorum is present shall be a valid action.

Article V - Officers

Section 1 - Number

The Board shall elect from among the Directors:

A. a President
B. a Vice President
C. a Secretary
D. such other Officers as the Board may from time to time determine

Section 2 - Election

A. Nominations.
The Nominating Committee, established under Article VI, Section 2 of these Bylaws, shall solicit and gather nominations to fill the positions of President, Vice President, Secretary, and such other offices as the Board may from time to time determine.
The Nominating Committee shall present its list of nominations in writing to the Board at least 30 days in advance of the Board meeting that immediately precedes the Annual Meeting, or at a Special Board meeting called for the purpose of electing such Officers.
B. Voting.
Each Director may vote for one nominee for each office to be filled. The votes shall be cast by written ballot at the Board meeting at which the list of nominations is presented. The nominee who receives the most votes shall be elected, provided that no one shall be elected to office without a majority of the votes of those Directors present.

Section 3 - Term

Each Officer’s term shall be two years, or until a successor is duly elected and takes office. Officers shall assume office at the end of the annual meeting following their election or in the case of a vacancy, at the time of election. Officers may be re-elected for one additional two-year term, to be served in accordance with Article II of these bylaws.

Section 4 - Duties

A. President.
The President shall preside at all meetings of the Board, serve as Chair of the Executive Committee, and act as the liaison to the College Board of Trustees. He or she shall also be a member of all committees ex officio, except the Nominating Committee. As President, he or she shall perform all other duties appertaining to the office.
B. Vice President.
In the absence of the President, the Vice President shall assume the duties of the President. In case of a vacancy in the office of President, the Vice President shall act as President for the remainder of the President’s term of office. The Vice President shall serve as a member of the Executive Committee, and shall perform all such other duties as the President and the Board may designate.
C. Secretary.
The Secretary shall serve on the Executive Committee. The Secretary shall prepare the minutes at all Executive Committee meetings, Board meetings, Special Board meetings, and Board conference calls. The Secretary shall also send out meeting announcements and distribute copies of the minutes and the agenda to each Board member. The Secretary shall send the minutes of Board meetings, Special Board meetings, and Board conference calls in writing to the Directors. Once the Board approves the minutes, the minutes shall be sent to the person or office that manages the Association web site promptly for posting.

Article VI - Committees

Section 1 - The Executive Committee

A. Composition and Purpose. The Executive Committee, consisting of the President, Vice President, Secretary, other elected officers, and the Chairs of the Standing Committees, has two primary functions: (1) to conduct business of the Board between meetings of the full Board and when the Board is in recess and (2) serve as advisors to the President. Whenever practical and reasonable, the Executive Committee will utilize the ability to convene special meetings by phone or other means to refer substantive issues to the Board as a whole for discussion and decision. In addition, the Executive Committee shall serve such other functions as the President deems necessary between Board meetings or when the Board is in recess.
B. Notice and Closure. Executive Committee meeting notices and agendas shall be distributed to all Directors at least one week in advance of the Executive Committee meeting. Attendance at Executive Committee meetings shall be open to all Directors, except for discussion of personnel matters and other sensitive issues requiring confidentiality as determined by the Executive Committee.

Section 2 - The Nominating Committee

A. Directors. The Nominating Committee, consisting of a Chair and other members, shall propose candidates for membership on the Board and shall provide sufficient information to enable timely decisions by the full Board. In addition, the Nominating Committee shall actively recruit candidates who are both qualified and able to devote the necessary time and energy to serve on the Board. The Nominating Committee should take into account such factors as involvement with the College and the diversity of the Board with regard to skills, gender, age/year, geographic distribution, race/ethnicity, and sexual orientation. It shall devise procedures for filling vacancies as they occur.
B. Officers. The Nominating Committee shall propose candidates for the offices of President, Vice President, Secretary, and such other Officers as the Board may from time to time determine.
C. Awards. The Nominating Committee shall propose nominees for the following Alumni recognition awards: Horace Mann Award, J.D. Dawson Award, Arthur Morgan Award, Rebecca Rice Award, and in conjunction with Alumni of Courage for Diversity, the Walter Anderson Award, plus such other awards as the Board shall from time to time determine.

Section 3 - The Chapters Committee

The Chapters Committee shall work with alumni to form and support alumni chapters and to keep members of chapters informed of developments involving the College and/or the Association.

Section 4 - The Reunion Committee

The Reunion Committee shall be responsible for coordinating and conducting the Annual Alumni Reunion.

Section 5 - The Communications Committee

The Communications Committee shall work to promote and foster timely and useful communication among Directors, committees, alumni chapters, the College Board of Trustees, the staff of the College, and the entire College community.

Section 6 - The Legal Committee

The Legal Committee shall advise the Board on all legal matters concerning the activities and actions of the Board and its Officers. The Legal Committee also may, at the request of the President, the Board, any standing committee or at least 1/3 of the Directors, advise the Board on matters of internal governance.

Section 7 - The Development Committee

The Development Committee shall assist the College with its fundraising efforts, establish goals for Board giving, and solicit gifts from Directors for the College in coordination with the College development office and the Board’s committees.

Section 8 - Other Committees

Ad hoc committees shall be established as needed by the President with the approval by a majority of the Board. Chairs of ad hoc committees may sit on the Executive Committee at the discretion of the President in consultation with the Executive Committee.

Section 9 - Committee Assignments

A. Committee Members. The President shall appoint the members of all committees after 1) soliciting from each Director his or her preferences, skills, qualifications and what the Director hopes to accomplish on a preferred committee, and 2) taking into account such information, the balance of the composition of the committees, the seniority of the Director, the length of time a Director has served on a committee and the responsibilities of each committee.
B. Committee Chairs. The President shall appoint the Chairs of all committees after soliciting input from committee members and with the advice of the Executive Committee.
C. Appeals. Any Director may request in writing reassignment to another committee. If the President rejects such a written request or fails to respond within 30 days, the request may be made to the incoming Executive Committee; or the President may forward the request to the incoming Executive Committee, which shall act within 15 days of receipt of a request, to determine whether to grant or deny the request. The President shall sit with the Executive Committee and shall have a vote in all such proceedings, which may be closed under provisions of Article VI, Section 1, except that the closure decision would be up to the Vice President. The appellant shall be allowed to attend and present his or her appeal.

Article VII - Resignations, Removals and Grievances

Section 1 - Written Resignations

Directors and Officers may resign by written notice to the President. Those resigning shall be afforded an opportunity to state their reasons for resigning during the Board meeting that follows their resignation.

Section 2 - Removals

A. Failure of a Director to perform his or her responsibilities as set forth in Article II, Section 2 shall be grounds for removal by action of the Board.
B. Directors are expected, absent compelling personal or professional circumstances, to attend Board meetings. Directors who are unable to attend a particular meeting shall notify the President and Secretary of the reason for their absence. The unexcused absence of a Board member from two consecutive meetings of the Board at which an action item is on the agenda shall be grounds for removal by action of the Board.

Section 3 - Grievances

Grievances arising within the Board shall be handled in accordance with a policy adopted by the Board.

Article VIII - Notices

Written notices called for by these Bylaws may be sent by regular mail, electronic mail, or facsimile and any use of “written” or “in writing” in these Bylaws includes electronic transmissions. Regular mail notices may be sent by United States Mail or by private courier.

Article IX - Amendments to the Bylaws

The Board may amend these Bylaws by a majority vote of Directors currently in office who are present at a regular Board meeting, or by a majority vote at a Special Board meeting called for the purpose of amending the Bylaws in accordance with Article IV at which a quorum of Directors is present. Proposed amendments shall be submitted to the Board in writing at least 30 days before the date of the meeting at which the amendment is to be presented and either voted upon or tabled.
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