CONSTITUTION
Amended 7/21/08
ARTICLE I
Name
The name of the organization is THE SAINT LEO UNIVERSITY ALUMNI ASSOCIATION.
ARTICLE II
Purpose
The purposes of the Saint Leo University Alumni Association are to assist and support the university as it fulfills its Catholic Benedictine mission to provide a high quality, student-centered liberal arts education in an environment that encompasses values of excellence, community, respect, personal development, responsible stewardship, and integrity; to be a vehicle for alumni to share in the life of the university through cooperative efforts coordinated by the Office of Alumni Relations in a mutually rewarding relationship; and, in cooperation with the Office of Alumni Relations, to be self-sustaining and self-perpetuating with regard to the Association’s leadership, role, and function.
ARTICLE III
Membership
Members of the Alumni Association are defined as follows:
Active
Persons who have matriculated to at least one of the following Saint Leo institutions: Saint Leo University, Saint Leo College, Saint Leo College Preparatory School, or Holy Name Academy shall be members of this Association.
Honorary
Honorary members may include present and former faculty, friends, and benefactors of the University whom the Alumni Association Board of Directors wishes to recognize and who are duly elected to honorary membership by a majority of the Board. Honorary members may participate in Association activities, but shall not vote at Association meetings or serve on the Alumni Association Board of Directors.
Ex Officio
Ex Officio members of the Alumni Association shall include recipients of honorary degrees from the university, the director of Alumni Relations or its successor office or others as appointed by the Board of Directors Executive Committee.
Ex Officio members may participate in Alumni Association activities but shall not vote at Alumni Association meetings.
ARTICLE IV
Term
The term for
this Alumni Association is perpetual
.
ARTICLE V
Officers
The elected officers of the Alumni Association shall be a president, a vice president, a secretary, and a treasurer. Officer’s terms and guidelines are set forth in the Bylaws.
ARTICLE VI
Management
An Alumni Association Board of Directors whose members shall be selected in accordance with the Bylaws shall manage the affairs of the Alumni Association. An Executive Committee shall be composed of the president, vice president, secretary, treasurer, and other Board of Directors or Association members who the Executive Committee deems shall be necessary in the furtherance of the Association’s business. Additional members of the Executive Committee shall be nominated by the president of the Alumni Association, confirmed by the Alumni Association Board of Directors, and serve for a fixed time frame of one year or less. The immediate past president of the Alumni Association and the director of Alumni Relations or its successor office shall serve in an ex-officio capacity.
ARTICLE VII
Bylaws
The purposes of the Association shall be carried out as set forth in the Bylaws of the Saint Leo University Alumni Association. The Bylaws may be amended at any properly notified regular or special meeting by two-thirds of the Alumni Association Board of Directors voting, provided that notice and a statement of the proposed change(s) is/are given by electronic mail or post at least 30 days before such meeting. Every member of the Board of Directors shall have the right to cast one vote in person or by mailed proxy vote, by faxed proxy vote, or by electronically submitted proxy vote. Voting by means other than in person shall be addressed to the director of Alumni Relations. These votes must be received in the Saint Leo University Office of Alumni Relations by 3:00 p.m. Eastern time, one day prior to the date of the meeting. A representative of the Office of Alumni Relations shall deliver these votes to the president of the Board of Directors at the scheduled time and place of the meeting.
ARTICLE VIII
Amendments to the Constitution
This constitution may be amended by a two-thirds vote of the members of the Association present at any general membership meeting. The proposed amendment(s) or amended form of the Constitution shall have been sent to all members of the Association whose addresses are on file in the director of Alumni Relation’s Office. The proposed amendment(s) or amended form is to be given by electronic mail or post at least 30 days prior to the meeting at which the amendment(s) is to be considered.
ARTICLE IX
Other
All matters not specifically addressed by this Constitution shall be dealt with on a case-by-case basis as deemed reasonable by the Association’s Board of Directors and in the interest of the Association.
BYLAWS
Revised 7/25/08
ARTICLE I
Name, Purpose and Mission
Section I. Name
The name of the organization is Saint Leo University Alumni Association.
Section II. Mission
The mission of the Saint Leo University Alumni Association is to foster a mutually beneficial relationship between Saint Leo University and its alumni by: promoting active alumni participation and involvement through on-campus and regional programs; serving as an advocate for the university’s mission, plans and purpose; identifying and encouraging the enrollment of quality and diverse students; assisting in gathering philanthropic support; and recognizing university alumni and friends who are distinguished by their loyalty, professional achievement, and community service. In fulfilling this mission, the Saint Leo University Alumni Association will insure that all of its efforts and activities are consistent with the university’s values, strategic objectives, policies, and procedures.
ARTICLE II
Membership
Individuals who meet the criteria set forth in the Association’s constitution shall be members in the Association. Member categories are active, honorary, and ex officio.
Members have the right to participate in activities sponsored by Saint Leo University and its Alumni Association; to participate in committee and volunteer opportunities, and to receive all Association publications and notice of general meetings held under the auspices of the Association.
ARTICLE III
Management of the Association
Section I. Saint Leo University Alumni Association Board of Directors
The management of the Association is vested in its Board of Directors and it shall be responsible for oversight of the organization’s mission, vision and planning, monitoring and assessing its programs, and interpreting the university to the alumni community and the alumni community to the university. Each member understands the importance of and agrees to support the annual giving fund. Composition of the Board of Directors will represent the university’s diverse alumni populations and shall have a minimum of 15 and a maximum of 30 elected members. One-third of the maximum number of members shall be elected annually. If not at maximum members, and at the Board’s option, a number exceeding the one-third maximum may be elected annually to fill open three year terms. The Director of Alumni Relations, employed by Saint Leo University, shall serve as a non-voting, ex officio member of the Board of Directors; also, the Director serves as parliamentarian of all meetings and is the primary liaison between the Alumni Association and the Saint Leo University administration.
Section II. Board Members
The President of the Association shall call upon the Committee for Board Development to receive, interview and nominate candidates for election. The notice of Board openings and election process shall be determined by the Board of Directors. Each elected member may serve one or more nonconsecutive three year terms. Partial terms are excluded when considering consecutive terms.
ARTICLE IV
Officers
Section I. Election of Officers
At its annual meeting, the Board of Directors shall elect a President, Vice President, Secretary and Treasurer from its membership. A slate of officer candidates shall be compiled by a nominating committee consisting of: the Past President as chair (in his/her absence the chair will be appointed by the President), the chairperson of the Committee for Board Development (in his/her absence the President will appoint a replacement from a member of the Board), and three at-large Board Members, appointed by the committee chair, preferably with expiring terms. Anyone seeking election may not serve on the nominating committee. The Director of Alumni Relations shall serve as an ex officio member of the nominating committee. The candidate receiving a majority of votes for each office shall be elected and hold office until their successors are elected and have been qualified.
Section II. Terms of Office
- The President, Vice President, Secretary and Treasurer shall serve a one-year term of office commencing on July 1 or as otherwise determined by the Board of Directors. Officers shall not be eligible for election to the same position for more than two consecutive one-year terms. Partial terms are excluded when considering two consecutive terms.
- The immediate past President, whose board term has expired, shall serve as an ex officio voting member of the board for a one-year term as Past President immediately following his/her term as President.
Section III. The Officers Duties
A. The President shall provide general supervision and leadership for all organizational programs and policies, and shall preside at all meetings of the Association, the Board of Directors, and the Executive Committee and shall be an ex officio member of all standing committees of the Association.
B. The Vice President, in the absence of the President, shall fulfill the duties of the President.
- The Past President shall provide counsel to the President and the Board of Directors and shall serve as an ex officio member of the Committee for Association and Board Development and the Executive Committee.
- The Secretary shall keep the minutes of all meetings of the Board of Directors and the Executive Committee, and submit them to Board Members within 3 days of their approval. The Secretary may audit from time to time the official records of the Alumni Association as housed in the office of Alumni Relations.
- The Treasurer shall oversee the financial activities of the Association and make appropriate reports as required. Expenditures of Association funds will be recommended by the Treasurer and managed by the Director of Alumni Relations in accordance with university policy.
ARTICLE V
Executive Committee
Section I. Committee Membership
The Executive Committee shall be comprised of the elected officers of the Association, which include the President, Vice President, Secretary and Treasurer. The President shall serve as Chair of the Executive Committee. The Past President and the Director of Alumni Relations serve as ex officio members. The Executive Committee may add to itself other Board of Directors or Association members who the Executive Committee deems shall be necessary in the furtherance of the Association’s business subject to a confirmation vote of the majority of the Board of Directors present at the next Board meeting.
Section II. Responsibilities
The Executive Committee is authorized by the Board of Directors to manage all business and affairs of the Association and the Board between regular and special meetings. The Executive Committee may not alter or rescind the Constitution, Bylaws, strategic plan, or remove any officer from office. The Executive Committee may fill vacancies on the Board or the offices of the Association arising from unexpired terms; all subject to a confirmation vote of the majority of the Board members present at the next Board meeting.
ARTICLE VI
Records
Official records of meetings of the Association, its Board of Directors and Executive Committee, as well as Association-sponsored activities, shall be maintained in the office of Alumni Relations and made available to Board of Directors and committee members on request. A packet of the preceding year’s Association records shall be conveyed to new officers at the time of their election or appointment.
ARTICLE VII
Association Committees
Alumni Association committees shall provide opportunities for members of the Association and elected Board Members to share their time, talent, and spirit on behalf of Saint Leo University. Volunteers from the Association are always welcome and a volunteer list will be maintained in the office of Alumni Relations. Board Members will be assigned annually to serve on committees by the President in consultation with the Director of Alumni Relations. A Chairperson, appointed by the President, shall oversee each standing and ad hoc committee.
Section I. Standing Committees of the Association
There shall be a minimum of three standing committees of the association. The committees are:
A.
Committee for Activities and Programs
The Committee for Activities and Programs is responsible for planning and supporting activities that reconnect, engage, and benefit Saint Leo University alumni. Association activities should be designed to engage alumni, encourage volunteerism, promote leadership, and periodically recognize outstanding alumni accomplishments and commitment to the mission, vision and values of Saint Leo University. Sub-committees may be designated as needed.
B.
Committee for Board Development
The Committee for Board Development is charged with ensuring clarity of purpose for the Association and its Board of Directors. The committee also serves as the Board’s nominating committee, and is responsible for receiving, interviewing and nominating candidates for election. This committee is responsible for ongoing board development and periodic self-assessment. Sub-committees may be designated as needed.
C.
The Committee for Communication and Advancement
The Committee for Communication and Advancement shall work with the office of Alumni Relations to ensure that the Alumni Association has an effective communication plan ensuring periodic, ongoing, appropriate communication with the university and its alumni stakeholders. The committee is charged with providing leadership and assistance to the university in its fund-raising activities. Sub-committees may be designated as necessary.
Section II. Committee Membership
Committee chairs shall select committee members, referring to the list of volunteers maintained by the office of Alumni Relations. Each committee shall have a minimum of three members chosen from the board. The President and Director of Alumni Relations and/or a designated university representative shall serve as ex officio, non-voting members on all committees.
Section III. Ad Hoc Committees
Other committees may be created and members appointed as the Executive Committee, board, or Director of Alumni Relations may from time to time deem necessary or advisable.
ARTICLE VIII
Meetings
Section I. Meetings of the Association
A.
Annual Meeting
An annual meeting of the Association shall be held in Florida, at a time and place designated by the Board.
B.
Special Meetings of the Association
Special meetings may be held at the call of the President of the Association or upon written request of a majority of the members of the Board of Directors.
C.
Notice of Meetings of the Association
Notice of all meetings of the Association, whether annual or special, shall be given by the President or the Director of Alumni Relations by letter or prominent notice in an alumni publication not less than 20 days prior to the date of the meeting. Notice of any special meeting shall state the purposes of the meeting. No business shall be transacted at a special meeting that does not relate to the purposes stated in the notice.
D.
Quorum
A quorum at any meeting of the association shall consist of a majority of the members at the meeting in person or by proxy.
E.
Voting
Every member of the association shall have the right to cast one vote in person, by proxy, by mailed vote, or by electronically submitted proxy vote, provided these votes are received in the office of Alumni Relations by 3:00 p.m. (Eastern Time) on the day before the date of the meeting. A representative of the Office of Alumni Relations shall deliver these votes to the President of the Association and the Board of Directors at the scheduled time and place of the meeting.
Section II. Meetings of the Board of Directors
A.
Regular Meetings of the Board of Directors
Regular meetings of the Board of Directors shall be held at a time and place determined by the President of the Association, consulting with the Director of Alumni Relations. General membership may attend any Board of Directors meeting..
B.
Special Meetings of the Board of Directors
Special meetings of the Board of Directors may be called at any time by any two members of the Executive Committee or upon the request of one-third 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.
C.
Notice of Meetings of the Board
Notice of all meetings of the Board, whether annual or special, shall be given by the President or the Director of Alumni Relations by letter or electronic means not less than 20 days prior to the date of the meeting. The Executive Committee, by majority vote, may waive the advance notice provision in case of emergency..
D.
Quorum
A quorum at any meeting of the board of directors shall consist of a majority of the voting members of the Board present at the meeting.
E.
Meeting Attendance
Any member of the Board who is absent from two consecutive regular meetings of the Board, except for reasons accepted as sufficient by the Executive Committee, or who 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.
Section III. Meetings of the Executive Committee
A.
Regular Meetings of the Executive Committee
The Executive Committee of the Board of Directors shall meet at least quarterly and/or within 30 days of each Board of Directors meeting. Members may participate in meetings by conference call, if necessary.
B.
Special Meetings of the Executive Committee
Special meetings may be held at the call of the President of the Association or Director of Alumni Relations, as necessary.
C.
Quorum
A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at all meetings.
ARTICLE IX
Rules of Procedure
Section I. Official Year
The official year of the association begins on the first day of July and ends on the last day of June.
Section II. Rules
Robert’s Rules of Order, Revised shall govern all meetings.
ARTICLE X
Conflict of Interest
A Board Member shall be considered to have a conflict of interest if he or she has existing or potential financial or other interests that impair or appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the Association; or if that Board Member is aware that a member of his or her family has financial or other interests that would impair or appear to impair the member’s independent judgment in the discharge of his or her responsibilities to the Association. For the purposes of this provision, a family member is defined as a spouse, parent, sibling, child, or any other relative residing in the same household as the Board Member.
All Board Members shall disclose to the President and the Director of Alumni Relations any possible conflict of interest at the earliest practical time. Further, the Board Member shall absent him or herself from discussions of, and abstain from voting on, such matters under consideration by the Board of Directors or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the member with a conflict or possible conflict abstained from voting. Any Board Member who is uncertain as to whether a conflict of interest may exist in any matter may request that the board or committee resolve the question in his or her absence by majority vote. Each Board Member shall complete and sign a disclosure form provided annually by the Director of Alumni Relations.
ARTICLE XI
Periodic Board and Board Member Assessment
Section I. Purpose
The Board of Directors shall conduct a self-study of its stewardship at least every three or four years. The purposes of the self-assessment are to:
A. help the Board strengthen its performance;
B. strengthen Board leadership,
C. clarify strategic goals and objectives for the Board;
D. ensure that the Board has a clear grasp of its responsibilities;
E. strengthen relationships among board members, the Association, and the university; and
F. clarify expectations among Board Members, office of Alumni Relations staff, and the university.
Section II. Responsibilities
The Director of Alumni Relations will work closely with the President and Executive Committee of the Board to design a process to periodically review the board’s work. The President of the Association and the Director of Alumni Relations shall be responsible for ensuring appropriate follow up. The Board shall conduct annual individual Board Member self-assessments through surveys or other appropriate instruments.
ARTICLE XII
Review and Amendment of Bylaws
Section I. Bylaws Revision
These bylaws shall supersede all other bylaws and shall become effective immediately upon ratification by (a) a two-thirds majority vote of the Board of Directors voting; (b) review by university legal counsel; and (c) approval by the Advancement Committee of the university on behalf of its Board of Trustees.
Section II. Amendments
The bylaws may be amended by a two-thirds majority vote of the Board of Directors voting at any properly notified regular or special meeting, provided that notice of the proposed change(s) is made available 20 days before such meeting.
Section III. Bylaws Review
These bylaws shall be reviewed periodically by the Secretary of the Board of Directors and the Executive Committee. The Secretary and the Executive Committee shall recommend any necessary changes to the Board of Directors who may ratify, alter or rescind as outlined in this Article.
Approved:
University Legal Counsel
Board of Trustees