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Article I - Names


Section 1 - Association Name

 

The name of this organization is the Metropolitan State University Alumni Association (the Association).

 

Section 2 - Membership Name

 

All graduates of Metropolitan State University are members (the Alumni) of the Association. Alumni shall receive the Association newsletter and various other informational mailings via regular and electronic mail, as appropriate. There shall be no payment of dues for membership to the Association.

 

Section 3 - Board Name

 

The name of the governing organization of the Association is the Metropolitan State University Alumni Association Board (the Board).

 

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Article II - Board Meetings and Voting


Section 1 - Board Meetings (Regular)

 

The Board shall hold a minimum of four (4) regular meetings per year. At least one regular meeting of the Board shall be held quarterly.

 

Section 2 - Board Meetings (Special)

 

Special meetings of the Board shall be called by the president - or vice president in the event of the absence or incapacity of the president - to discuss Board related business.


Section 3 - Board Meeting Notification

 

Notice of a regular or special meeting of the Board shall be communicated to the Directors not less than forty-eight (48) hours, nor more than thirty (30) days, prior to holding such meeting. The notice shall state the time and place of the meeting, and shall include an agenda of the business to be transacted.

 

Section 4 - Board Quorum

 

A quorum (51% of the Board) is required to consider a vote, to authorize any action, and to adopt any resolution. If immediate action is required - prior to the next scheduled Board meeting or before a special meeting may be called - the president, in conjunction with the Alumni Relations Coordinator, shall conduct an inquiry of the Directors, and if a quorum is available to vote, shall ask them to cast their vote electronically within a specified time period.

 

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Article III - Board of Directors


Section 1 - Board Conduct

 

Directors shall comply with Metropolitan State University's and the Board's Code of Conduct, rules and regulations.

 

Section 2 - Board Membership

 

The Board shall consist of a maximum of 21 appointed Directors.

 

Section 3-1 - Honorary Directors

 

The Board may appoint Honorary Directors based on their exceptional service and support to the Association and/or University. Honorary Directors shall serve as advisors to the Board, and serve in accordance with the provisions governing appointed Directors - including attending Board meetings, but they shall have no vote.

 

Section 3-2 - Appointment to the Board

 

a. Appointment

 

The Executive Committee and the Membership Committee may recommend for appointment to the Board persons selected from members of the Alumni Association. All appointments for membership must be affirmed by a simple majority vote of the Board of Directors. Such persons shall serve in accordance with the provisions governing elected Directors. No more than eight board members shall be brought on to the Board in any one year.

 

b. Term

 

All Board directors shall serve for a term of three (3) years and are eligible for re-appointment for one additional consecutive term (a maximum of six (6) years.) If a director joins the Board after the year has begun, the director's service is considered to be for the full year.

 

Section 3-3 - Director Resignation

 

A Director may resign at any time by giving written notice to the Board, effective upon the requested date. Board approval is not required to accept the resignation. The Membership Committee shall convene to identify and bring a nomination to the Board to replace the Director within sixty (60 days). Further, the committee will recommend to the Board the newly appointed Director serve out the term of the resigning Director.

 

Section 3-4 - Board Officers

 

The officers of the Board shall be elected by a quorum of the Board to a two-year term of office, when a two-year term is possible.

 

a. President

 

The president shall preside at all meetings of the Board, all Board Executive Committee meetings and all special meetings called to discuss Board-related business. The president shall have the power to call special meetings of the Board, make appointments to Metropolitan State University committees, and sign documents on behalf of the Association, except when that authority has been delegated to another director or agent of the University. The president shall serve as chairperson of the Executive Committee and as an ex-officio member of all Board committees. The president shall serve as a member of the Metropolitan State University Foundation Board, and represent the Board at meetings, receptions and functions, as appropriate. The president shall perform such other duties as assigned by the Board.

 

b. Vice President

 

The vice president shall perform the duties of the president in the event of absence or incapacity of the president. The vice president shall serve as a member of the Executive Committee and chairperson to the Membership Committee, and assume the role of president after a two-year term as vice president. The vice president shall plan and preside over the annual Board new-member orientation meeting, and make certain each new Board member is assigned to at least one Board committee. The vice president shall perform such other duties as assigned by the president or the Board.

 

c. Treasurer

 

The treasurer shall coordinate, in conjunction with the Alumni Relations coordinator, the financial affairs of the Association. The treasurer shall

develop a budget for the fiscal year, have charge of the Board's fiscal records, sign checks and contracts as assigned by the Board, and serve on the Executive Committee. The treasurer shall prepare a treasurer's report prior to - and distribute at - each Board meeting, reflecting the financial operations of the Board for the fiscal year-to-date. The fiscal year of the Association shall begin on the first day of July and end on the last day of June in each year. The treasurer shall perform other duties as assigned by the president or the Board.

 

d. Secretary

 

The secretary shall oversee, in conjunction with the University Alumni Relations coordinator, that a complete, permanent record is maintained of the proceedings of the Board. The secretary shall serve as recorder for the Executive Committee meetings, as well as for Board meetings (or a designate may be appointed by the Board). The secretary shall submit minutes for approval of Board minutes at Board meetings, and serve as a signatory official as assigned. The secretary shall perform other duties as assigned by the president or the Board.

 

Section 4 - Board Committees

 

a. Executive Committee

 

The Executive Committee shall consist of the Board officers (president, vice president, treasurer and secretary) of the Association. The president shall serve as chairperson of the Executive Committee. The committee chair, or designate, shall present updates of the Executive Committee at all Board meetings.

 

b. Membership Committee

 

The Membership Committee shall be comprised of two or more Board members who are appointed by the Board president or who volunteer to serve on this committee. The Board vice president serve as chairperson, and the president shall serve as an ex-officio member of this committee. The committee chair, or designate, shall present updates of the Membership Committee at all Board meetings.

 

c. Fund-raising Committee

 

This committee is comprised of two or more Board members who are appointed by the Board president or who volunteer to serve on this committee. The Board president, in conjunction with the University Alumni Relations coordinator, shall appoint the committee chair, and serve as an ex-officio member of this committee. The committee shall annually present the fund-raising plan for approval by the Board, and the committee chair, or designate, shall provide Fund-raising Committee updates at all Board meetings.

 

d. Communications-Events Committee

 

This committee is comprised of two or more Board members who are appointed by the Board president or who volunteer to serve on this committee. The Board president, in conjunction with the University Alumni Relations coordinator, shall appoint the committee chair, and serve as an ex-officio member of this committee. The committee shall annually present the communications-events plan for approval by the Board, and the committee chair, or designate, shall provide Communications-Events Committee updates at all Board meetings.

 

e. Legislative Committee

 

This committee is comprised of two or more Association members who are appointed or who volunteer to serve on this committee. The Board president shall appoint the committee chair, and serve as an ex-officio member of this committee. The role of this committee is to develop and implement a legislative plan in support of the University's legislative strategic plans and goals. The committee shall annually present the legislative plan for approval by the Board, and the committee chair, or designate, shall provide Legislative Committee updates at all Board meetings.

 

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Article IV - Receipts and Disbursements,
Financial Records, Contracts and Gifts

 

Section 1 - Board Fiscal Year

 

The fiscal year of the Association shall begin on the first day of July and end on the last day of June in each year.

 

Section 2 - Board Receipts and Disbursements

 

This Association recognizes the Metropolitan State University Foundation as the instrument through which all gifts and donations are held, invested and expended for the benefit of the Association. The Alumni Relations and Development Office is the instrument for depositing Association operating funds into an account as directed by the Board. All disbursements issued in the Association's name shall be withdrawn by check, and signed by the president and treasurer, or an agent assigned by the Board (two signatures are required). The Alumni Relations coordinator is authorized to sign in the absence of one of the authorized signatures.

 

Section 3 - Board Financial Records

 

The Association shall keep financial records of all receipts and disbursements in accordance with University policy. A treasurer's report shall be prepared prior to -- and distributed at -- each Board meeting, reflecting the financial operations for the fiscal year to date.

 

Section 4 - Board Contacts

 

The Board shall authorize the president and one other Board officer to enter into contracts on behalf of the Association, as directed by the Board, for the furtherance of the purpose of the Board as set forth in these Bylaws. No contract shall be entered into which subjects the Association to financial obligations in excess of the present funds of the Association, or which requires action by the Association, which the Board cannot guarantee. All contracts shall be reviewed by the Alumni Relations coordinator.

 

Section 5 - Board Gifts

 

Directors shall notify the Board of receipt or anticipated receipt of any gift to the Board. It shall be the prerogative of the Board to accept, reject or refer to another Metropolitan State University office any financial or non-financial gift.

 

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Article V - Alumni Chapters and Affiliates


Section 1 - Creation of Alumni Chapters and Affiliates

 

The Board may approve the creation of chapters and affiliates that shall exist to further the purpose and goals of the University and the Association.

 

Section 2 - Chapters or Affiliates Activities

 

The Bylaws of any chapter or affiliate shall be subject to the approval of the Board, and no chapter or affiliate may operate beyond an initial period of organization without the approval of its Bylaws by the Board.

 

Section 3 - Representation on the Board of Chapters and Affiliates

 

The chapter or affiliate president, or some other designated representative of each chapter or affiliate, may sit as a nonvoting member of the Board.

 

Section 4 - Activities of Chapters and Affiliates

 

The chapter or affiliate shall present to the Board its plans for programs and activities. All programs and activities shall be consistent with the purpose and philosophy of the Association. It shall be the right of the Board to disapprove any event or program that the Board deems not to be in keeping with purposes and goals of the Association.

 

Section 5 - Withdrawal of Approval of Chapters and Affiliates

 

The Board may withdraw its approval of a chapter or affiliate for cause at any meeting of the Board provided that at least ten (10) business days notice have been given to the officers of the chapter in question. Such chapter or affiliate for which approval has been withdrawn shall immediately cease to operate.

 

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Article VI - Amendment of Bylaws


These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a quorum vote of the Board at any meeting of the Board, provided that within at least five (5) business days written notice of the proposed amendment shall have been delivered to each Director prior to such meeting. The Bylaws also may be amended in any other manner provided by law.

 

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Article VII - Association Dissolution


Section 1 - Transfer of Funds

 

In the event of the dissolution of the Association, all assets shall be transferred to its successor organization, provided the purpose of said successor organization is also exclusively educational and charitable, and provided that said successor organization is exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954; otherwise said assets shall be transferred to and become the property of Metropolitan State University. Dissolution of the Association shall commence upon date Board officers sign the Dissolution of Association document.

 

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