50thAnniversary

Bylaws of the International Alumnae/i Association of UI&U

ARTICLE I – NAME/AUTHORIZATION

Section 1.  Name

The name of the organization shall be Union Institute & University (“UI&U”) Alumni Association, hereinafter referred to as the “Association.”

Section 2. General Authorization

The Association is authorized by the board of trustees of UI&U to provide programs and services, which stimulate interest in, build loyalty for, and increase support for Union Institute & University among its alumnae/i. The programs and services offered by the Association are supportive of an environment that encourages gender, ethnic, and cultural diversity. All programs and services are subject to the oversight of the UI&U president and the board of trustees.

  1. The principal office of the Association shall be located in the City of Cincinnati, Hamilton County, Ohio.
  2. The fiscal year of the Association shall begin on the first day of July of each year and shall end on the last day of June next succeeding.
  3. The Association is established as exclusively for charitable and educational purposes within the meaning of Sections 501( C ) (3) of the Internal Revenue Code.
  4. The UI&U Director of Alumni Relations shall, at the direction of the University president, serve as liaison to the Alumni board of directors and strive to connect alumni and students as future alumnae/i in order to facilitate communication, create opportunities and forge meaningful relationships among Association members.

ARTICLE II – PURPOSE

The purpose of the Association shall be to promote the mission and purpose of Union Institute & University, raise funds in its support, encourage interest in the university, and perpetuate the university’s contributions to the lives of all alumnae/i.

ARTICLE III – MEMBERSHIP

Section 1. Classes of Membership

  1. Active Membership – Active members shall be those individuals who have attended Union Institute & University or its predecessor schools or institutions and who have been awarded a degree or left school in good standing, and who have paid their annual membership dues, as prescribed from time to time by the Association’s board of directors and approved by the UI&U Board of Trustees.
  2. Associate Membership – Associate members shall be those individuals who are currently enrolled at Union Institute & University, family members of students, a current or former member of the faculty or administrative staff of the University, or others wishing to further the goals and purposes of UI&U through this Association and who further pay the annual membership dues as prescribed from time to time by the Association’s board of directors and approved by UI&U Board of Trustees.
  3. Life Membership – Life members shall be those individuals who are eligible for either Active Membership or Associate Membership who have contributed the qualifying amount prescribed from time to time by the Association’s board of directors and approved by UI&U’s Board of Trustees.
  4. Honorary Membership – Honorary Membership shall be limited to those who have rendered outstanding service to the Union Institute & University, the state of Ohio, the nation or the world, and who are nominated for consideration as such by any member of the Association, and who are selected by the Association’s board of directors and approved by the University President to be so honored.

Section 2. Privileges of Membership

  1. Active and Life members shall have the right to:
    • Vote at any meetings held of the general membership of the Association
    • Petition, appear before and send recommendations to the Association board of directors
    • Hold office in the Association (with the exception of UI&U employees not being able to hold office at the executive level of the Association’s board of directors)
    • Receive all publications and notices of meetings of the general membership
    • Enjoy other privileges as may be offered by the University or conferred from time to time by the Association’s board of directors with approval from the University president
  2. Associate and Honorary members shall enjoy all the rights and privileges of active members except for the privilege of voting at meetings of the general membership and the right to hold office in the Association.

ARTICLE IV – MEMBERSHIP MEETINGS

Section 1. Regular Meetings

Meetings of the entire membership are generally not held.

Section 2. Special Meetings

Special meetings may be called by the Association president, or the board of directors, or by petition of 15% of the membership.

ARTICLE V – Board of Directors

Section 1. Powers and Duties

  1. Board of directors shall conduct, manage, and control the affairs of the Association subject to the oversight of the UI&U president and the UI&U board of trustees.
  2. The board of directors shall make rules and regulations and adopt policies as is necessary to carry out the purpose of the Association.

 

Section 2. Composition/Selection

  1. Composition:
    • The at large directors shall consist of no less than eight and no more than 20 members. Directors shall represent the interests of the academic programs and the diversity of the alumni.
    • The ex officio directors are the UI&U president or designee (with vote) and the director of alumni relations (without vote).
  2. Selection:
    • Nomination Process.
      • Directors shall be selected from among the active and life members of the Association.
      • Directors may be nominated by: self nomination, other alumni, the Association board of directors and/or the president or provost.
      • The alumni office shall solicit nominations between April 1 and September 15 each year.
      • Board of directors shall review nominations and make recommendations to the president between September 15 and October 31 of each year.
      • The UI&U president shall make the appointments and notify the new directors by November 30 of each year.

Section 3. Terms of Office

  1. Directors shall be appointed for a term of three years beginning on January 1 and shall serve until their successors are appointed.
  2. Directors may serve for two consecutive terms and may again be appointed after one year off the board.
  3. Terms of the Directors shall be staggered such that the terms of one- third of the number expire each year.

Section 4. Meetings

  1. Regular Meetings. The board of directors shall meet at least six times a year, usually via telephone. Efforts will be made to hold at least one face-to-face meeting each year.
  2. Special Meetings. The board of directors shall also convene upon the call of the president of the board of directors and four directors, or upon the call of any eight directors. Business at a special meeting shall be limited to the business identified in the call.
  3. Meeting Form. Directors or non-director committee members may participate in any meeting of the board of directors or a committee thereof through the use of a conference telephone or other communications equipment by means of which all participating in the meeting can communicate with each other at the same time. Participation in such meeting shall constitute attendance and presence in person at the meeting.
  4. Upon the adoption of special rules, the Association’s board may make decisions by email, provided such decisions are ratified at the next meeting.
  5. Quorum. A majority of the Association’s board of directors shall constitute a quorum.

 

Section 5. Removal

  1. Any director may be removed by a vote of two-thirds of the directors present at any regular or special meeting, whenever in their judgment the best interest of the Association will be served thereby, provided that:
    • notice that the consideration of removal of this director has been given in the call for the meeting; and
    • the director whose removal is being considered, is given the opportunity at the meeting to speak in his/her own defense.
  2. Any director who is absent for three meetings within a calendar year without prior notice and a valid reason, as determined by the Board, may be deemed to have resigned from the board.

Section 6. Vacancy

A vacancy in a position of director shall be filled by the board to complete the unexpired term through recommendation from the region involved.

ARTICLE VI – OFFICERS

Section 1. Officers.

The officers of the Association shall be president, vice president, secretary and treasurer and shall perform to duties appropriate to their respective offices including the following:

  1. The president shall preside at all meetings of the Association board of directors and the executive committee; appoint standing and special committees with the approval of the board of directors; coordinate the duties of officers and committees, and serve as an ex-officio member of all committees.
  2. The vice president shall preside at meetings in the absence of the president, shall automatically become president in case of the resignation or death of the president, and shall become the president at the end of his/her term.
  3. The secretary shall record and distribute minutes of all meetings and maintain the Association records.
  4. The treasurer shall assist with the financial records and reporting as directed by the board of directors.

Section 2. Term

The officers shall be elected by the board of directors at the first meeting of the board in the fiscal year and shall serve for one year or until their successors are elected.

Section 3. Vacancy

A vacancy in the office of the president shall be filled by the vice president. Vacancies in other officer positions shall be filled by a majority vote of the directors.

ARTICLE VII – EXECUTIVE COMMITTEE

Section 1. Members

The executive committee shall be composed of the president, vice president, secretary, treasurer, and two members elected annually from the board of directors.

Section 2. Duties

The executive committee shall:

  1. Be authorized to transact business for the Association board between meetings of the board, subject to ratification by the board.
  2. Be subject to the orders of the Association board and none of its acts shall conflict with actions taken by the board.

Section 3. Term

The executive committee members shall serve for one year or until their successors are elected.

Section 4. Vacancy

A vacancy in the executive committee, other than the president, may be filled by the Association board for the balance of the term.

Section 5. Meetings

  1. Executive Committee meetings shall be called by the president and any two (2) members.
  2. The committee may meet by telephone conference call, provided all members have received notice. Notice of meetings may be by telephone, mail, e-mail or personal contact and shall be given not less than five (5) days prior to the meeting.
  3. Upon the adoption of special rules, the executive committee may make decisions by email, provided such decisions are ratified at the next meeting.

Section 6. Quorum

A majority of the members of the executive committee shall constitute a quorum.

 

ARTICLE VIII – COMMITTEES

Section 1. General parameters of committees

  1. Standing committees of the Association shall be:
    • Awards and Recognition
    • Board Development
    • Bylaws and Standing Rules
    • Communication
    • Endowment
    • Fundraising
  2. Details of standing committees, which may include description, duties, members, and other appropriate information, shall be in the standing rules.

Section 2. Standing Committees

  1. Standing committees of the Association shall be: Communications; Membership Development; Awards and Recognition; Bylaws and Standing Rules; and Finance.
  2. Details of standing committees, which may include description, duties, members, and other appropriate information, shall be in the standing rules.

Section 3. Other Committees

Other committees, standing or special, shall be appointed by the president as the board of directors shall deem necessary to carry on the work of the Association.

ARTICLE IX – PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order and adopted by the Alumni Association.

ARTICLE X – AMENDMENT

The Bylaws may be amended at any regular meeting of the board of directors by a two-thirds vote, provided that the amendment has been sent to the Board Members and posted on the Alumni website at least one month ahead of the meeting date. Any such amendment must be sent to the UI&U board of trustees for final approval.