Alumni Association Bylaws and Constitution
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Constitution of the Antioch College Alumni Association Board of Directors
Article I - Name
The name of this Association shall be the Antioch College Alumni Association.
Article II - Governance By and Membership In The Antioch University Alumni Association
The Antioch College Alumni Association shall be a "center association" of the Antioch University Alumni Association (AUAA) and shall operate its affairs in conformity with the Constitution of the AUAA. In the event the AUAA ceases operations, disbands, or ceases existence for any cause, then this Association shall continue its existence as an independent organization. All members of the Antioch College Alumni Association shall also be members of the Antioch University Alumni Association.
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 and constructive activity among the alumni of Antioch College;
- B. To maintain and promote the loyalty of its alumni to Antioch College;
- C. To assist and to promote the interests of Antioch College and Antioch University generally.
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 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 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 returned to 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 this organization as set forth in the Constitution, the aims and goals of this Association shall be, through its own actions and offices of the College, to:
- A. Maintain communication between:
- 1. Members of The Antioch College Alumni Association and (a) the College and (b) their fellow members.
- 2. Antioch Alumni Chapters and (a) the College and (b) other Alumni Chapters.
- 3. Antioch College and the public at large.
- B. Coordinate and conduct the Annual Alumni Reunion.
- C. Implement and conduct fund raising.
- D. Assist in the development of Alumni Chapters.
- E. Offer fellow members of The Antioch College Alumni Association career advancement, support and assistance.
- F. Participate in such other activities as are deemed appropriatemto further these general purposes as set forth in the Constitution.
- G. Assist in the recruiting of students for the College.
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 establish procedures to solicit and gather nominations to fill positions on the Board.
- The Nominating Committee shall present its list of nominations in writing to the Board of Directors at least thirty days prior to the Board Meeting immediately preceding the Annual Meeting of the members or a special Board Meeting called for the purpose of nominating directors.
- The Board shall prepare a slate of nominees of directors to be elected by mail ballot from the list of nominations submitted by the Nominating Committee or as otherwise nominated by action of the Board of Directors.
- Ballots for election of directors shall be sent to all members of the Association. Only those ballots actually returned to the Office of Alumni Relations, or its successor, by the close of business on the 14th day preceding the Annual Meeting shall be counted. The requests for ballots must be received by the Office of Alumni Relations, or its successor, no later than fourteen days prior to the Annual Meeting.
- The nominees receiving the most votes will be elected to the number of director positions to be filled (e.g., if six positions are to be filled, the six nominees receiving the most votes shall be elected).
B. Appointed Members.
The directors in office may, by majority vote of their members, appoint such additional directors as are necessary to fill any vacancies occurring on the Board if there is one year or more remaining in the unexpired term. Vacancies shall also include any positions on the Board left unfilled by election, provided at least 21 directors have been elected by the membership as set forth in these By-Laws and the Constitution.
Article II - Term of Office of Directors
Directors shall assume office at the first Board Meeting immediately following the annual meeting of the members, or at another meeting designated by the Directors when the slate of nominees is approved by the Board. Directors shall serve no more than two consecutive three-year terms with the exception that any director holding the position of president or vice president shall serve on the Board until his/her term or subsequent term of office expires. Members of the Board may be re-elected after a lapse of two years.
Article III - Number of Directors
The Board of Directors shall consist of not less than 21 but no more than 30 directors. The exact number of directors will be set by the Board as it may from time to time determine.
Article IV - Meetings of Directors
Section 1 - Regular Meetings
There shall be at least two regular meetings of the Board of Directors annually which may be held at any time at the call of the President. The purpose of the meetings shall be to nominate directors and elect officers, receive reports from other directors and officers, and transact other business of the Association. The President shall send written notice of all regular meetings to all members of the Board at least 30 days before any such meeting. The notice shall state the time and place of the meeting as well as the agenda for the meeting.
Section 2 - Special Meetings
Special meetings of the Board may be called by the President of the Association upon his/her own initiative, or shall be called by the President of the Association at the request of any 1/3 of the Board members then in office. Such meetings shall be called not later than 45 days after the President receives such request. Written notice of such special meetings shall be sent by the President to all members at least 15 days before any such meeting. The notice shall state the time and place of the meeting as well as its purpose.
Special meetings may be held via conference call or other electronic means. Written notice of such meeting shall be sent by the Secretary to all members at least 5 days before any such meeting.
Section 3 - Validity of Actions Taken at Meetings
Actions taken at any properly called Board meeting attended by a quorum of the Board shall be valid.
Section 4 - Quorum
Eleven members of the Board shall constitute a quorum at any meeting, unless the number of duly qualified and acting members is less than 21, in which case a majority of the number duly qualified and acting shall constitute a quorum.
Article V - Officers
Section 1 - Number
The Board of Directors shall elect from the members of the Board:
- 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
- The Nominating Committee, established under Article VI, Section 2 of these Bylaws, shall establish procedures to solicit and gather nominations to fill the positions of President, Vice President and such other office(s) as the Board of Directors may from time to time determine.
- The Nominating Committee shall present its list of nominations in writing to the Board of Directors at the Board Meeting immediately preceding the Annual Meeting of the members or at a Special Meeting called for the purpose of electing such officers.
- 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 in which the list of nominations is presented. The nominee receiving the most votes will be elected.
Section 3 - Term
All officers shall serve a term of two years, or until their successor is duly elected and takes office. They may be re-elected for additional two-year terms, to be served in like manner.
Section 4 - Duties
A. President. The President shall preside at all meetings of the Board of Directors and shall serve as Chairperson of the Executive Committee. He or she shall be a member of all committees ex officio, except the Nominating Committee, and shall appoint the members of all committees. 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 until the office is filled. In addition, the Vice President shall perform all such other duties as the President and the Board may designate, and shall serve as a member of the Executive Committee.
C. Secretary. The Secretary shall be responsible for keeping records of minutes at all Board meetings, sending out meeting announcements and distributing copies of minutes and the agenda to each Board member.
Article VI - Committees
Section 1 - The Executive Committee
The Executive Committee, consisting of the President, Vice President, all other elected officers, and the Chairpersons of the Standing Committees, shall serve as advisors to the President, and shall serve such other functions as are deemed necessary by the President between meetings of the Board of Directors.
Section 2 - The Nominating Committee
- The Nominating Committee, consisting of a Chairperson and other members selected by a procedure to be determined by the Executive Committee, shall propose candidates for membership on the Board of Directors and shall provide sufficient information to enable timely decisions by the full Board. In addition, they shall actively recruit candidates who are both qualified and able to devote the necessary time and energy to serve on the Board. They shall devise procedures for filling vacancies as they occur. Their goal shall be to maintain a balanced and active Board membership.
- The Nominating Committee shall propose candidates for the offices of President, Vice President, and Secretary and such other office(s) as the Board may establish.
- The Nominating Committee shall undertake such other duties as the Board of Directors shall determine from time to time. The Nominating Committee shall propose nominees for the following Alumni recognition awards: Horace Mann Award, J.D. Dawson Award, Arthur Morgan Award and Rebecca Rice Award, and such other awards as the Board shall determine from time to time.
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 of interest to alumni.
Section 4 - The Reunion Committee
The Reunion Committee shall be responsible for the planning and implementation of the annual Reunion.
Section 5 - The Communications Committee
The Communications Committee, through electronic, written and person-to-person methods, facilitate frequent, timely and useful communication among Board members, Board committees, alumni chapters, the Board of Trustees, the staff of Antioch College and the entire Antioch College Community.
Section 6 - The Legal Committee
The Legal Committee shall advise the Board on all legal matters that may become relevant with respect to the activities and actions of the Board and its officers.
Section 7 - The Development Committee
The Development Committee shall assist the College with its fundraising efforts, establish goals for Alumni Board giving and solicit gifts from Board members.
Section -8 - Other Committees
Ad hoc committees shall be established as needed by the President with the concurrence of the Board. Chairs of ad hoc committees may also sit on the Executive Committee at the President's discretion.
Article VII - Resignations
Section 1 - Written Resignations
Resignations of directors and officers shall be in writing to the President of the Board of Directors.
Section 2 - Involuntary Resignations
Absent Board action to the contrary, the absence of a director from two consecutive meetings of the Board of Directors shall be equivalent to a resignation.
Article VIII - Notices
Notices called for by these Bylaws may be sent by regular mail, email or facsimile. Mail notices may be sent by United States mail or private courier.
Article IX - Amendments to the Bylaws
These Bylaws may be amended by vote of the majority of the Board of Directors in office present at a regular meeting, or at any special meeting at which a quorum of directors is present, called for that purpose according to the procedures established in Article IV of these Bylaws. Proposed amendments shall be submitted in writing and mailed to the Board of Directors of the Association at least 30 days before the date of the meeting at which the amendment is to be presented and either voted upon or tabled.
