Bylaws

Revised on 6-19-2018

Article I - names

Section 1 – Association Name & Board Affiliation

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

Section 2 – Board Name

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

Section 3 – Membership of the Alumni Association

All graduates of Metropolitan State University are members (the Alumni) of the Association. Alumni shall receive communications from the Alumni Relations Office. There shall be no payment of dues for membership to the Association. Former students who have attended classes at Metropolitan State University may request alumni status even if they did not obtain a degree. With unanimous consent of all directors of the Alumni Association Board, the president of the Board may confer alumni status upon an individual in recognition of extraordinary service to the alumni and Metropolitan State University.

Section 4 - Purpose of the Board

The purpose of the Board is to collaborate with the university in its efforts to build relationships with alumni and key constituents. The board will act as representatives of the membership at large in promoting the university to prospective students, promoting lifelong learning, supporting the activities of the Metropolitan State University Foundation, and recognizing the contributions and accomplishments of alumni and faculty.

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. Board members may choose to hold bimonthly meetings for a total of six meetings per year.

Section 2 – Board Meetings (Special)

Special meetings of the Board may be called by any officer of the Board to discuss Board related business. All directors of the Board are able to request a special meeting through any officer of the board.

Section 3 – Board Meeting Notification

A schedule of meetings is set annually in August. Notice of a 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. Notices may be sent electronically.

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 Director, shall conduct an inquiry of the Board Directors, and if a quorum is available to vote, shall ask them to cast their vote electronically within a specified time period.

Section 5 – Meeting Attendance

Board members are expected to attend regularly scheduled meetings in person or virtually as needed. Any member who is unable to attend a scheduled meeting is asked to send in regrets no later than one week before the meeting for the absence to be excused. More than one absence in one year (except in the most extreme circumstances), may be seen as an inability to serve on the board. In such cases members may be asked to take a leave of absence from the board until such time as their schedule allows for regular attendance and participation in the board’s function. Members shall not be counted towards a quorum while on a leave of absence. Time spent on a leave of absence will count towards a term of service on the Board.

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 be made of no less than nine and no more than 21 appointed Directors. While serving on the Board, directors are expected to rank Metropolitan State University among their top three philanthropic choices. They are expected to serve on at least one committee and strongly encouraged to attend as many Association, Foundation and University events and gatherings as possible.

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 voting privileges.

Section 3-2 – Election of members/Appointment to the Board

a. Appointment

Appointment: The Executive Committee and the Nominating 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. All appointed members 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 fiscal year.

b. Term

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) consecutive years.) If a director joins the Board after the year has begun, the director’s service is considered to be for the full year. Board service will begin with the first full meeting held in the fiscal year.

c. All Board terms begin in the month of September.

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 Nominating 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 annually by a quorum of the Board.

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 suggest alumni to serve on Metropolitan State University committees upon request. The president shall serve as chairperson of the Executive Committee and as an ex-officio member of all Board committees. The president, or the designee, 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 Nominating Committee. 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 Director, the financial affairs of the Association. The treasurer shall assist in Developing a budget for the fiscal year, and serve on the Executive Committee. The treasurer shall review the 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 Director, that a complete, permanent record is maintained of the proceedings of the Board. The secretary shall review and submit notes/minutes for approval of Board minutes at Board meetings. The secretary shall perform other duties as assigned by the president or the Board.

Section 4 – Board Committees

The board shall establish standing committees. In addition to standing committees, the board may establish ad hoc committees for specific purpose and projects as needed. Each committee shall have a chair to act as a liaison between the committee members and the alumni relations Staff. Expectations and duties of the chair are as follows:

  • Identify and submit possible projects for committee implementation that are consistent with the Alumni Board's purpose.
  • Maintain communication with members of the committee.
  • Provide leadership on approved committee projects to ensure completion
  • Report committee status to the Board.
  • In collaboration with alumni relations staff, prepare agendas and set meeting schedules for committee meetings, and prepare request for budget allocations as necessary to carry out committee projects.

Section 4-1 – Board Standing 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, when applicable, of the Executive Committee at all Board meetings. The Executive Committee shall meet as needed prior to each full board meeting to provide input to the full board meeting agenda.

b. Nominating Committee

The Nominating Committee shall be led by a minimum of two Board members who are appointed by the Board president or who volunteer to serve on this committee. The Board vice president may serve as chairperson, and the president may serve as an ex-officio member of this committee. The committee chair, or designate, shall present updates of the Nominating Committee at all Board meetings. The chair of the Nominating Committee may invite alumni at large to serve on this committee for a fixed term. Former board officers/members are encouraged to serve on the Nominating Committee. Responsibilities of the Nominating committee include:

  • Recruit and participate in the onboarding of new Board Directors.
  • Select Alumni of the Year candidates and make recommendations to the Board for final selection of award recipient.
  • Provide a slate of candidates for the election of Board officers.
  • Provide committee updates at Board meetings.

c. Fundraising Committee

This committee shall be led by a minimum of two 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 Director, 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 co-chair, shall provide Fundraising Committee updates at all Board meetings. The chair of the Fundraising committee may invite alumni at large to serve on the committee for a fixed term. Major donor alumni are encouraged to serve on the fundraising committee. Responsibilities of the Fundraising committee shall include:

  • Encourage 100% participation by the Alumni Board in Annual Fund giving.
  • Contact and/or participate in meetings with individual donors.
  • Provide committee updates at all Board meetings.
  • Members of this committee are encouraged to attend the annual scholarship reception.

d. Communications-Events Committee

This committee shall be led by a minimum of two 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 Director, 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 co-chair, shall provide Communications-Events Committee updates at all Board meetings. The chair of the Communications-Events Committee may invite alumni at large to serve on the committee for a fixed term. Responsibilities of the Events committee shall include:

  • Evaluate existing alumni communication vehicles.
  • Propose and host events to engage the larger alumni association membership.
  • Evaluate events.
  • Provide committee updates at all Board meetings.
  • Encourage all directors to attend a minimum of one scheduled event each year.

Article IV – Fiscal Year, Funding, Financial Records, 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 Funding

The Alumni Association Board receives funding from the following three sources:-

  • Annual funding from the Metropolitan State University Foundation.
  • Periodic commissions from the sales of goods and services to Alumni: including, but not limited to, Liberty Mutual Insurance, Herf-Jones, and Framing for Success.
  • Registration or admission fees charged to alumni attending Alumni Association sponsored events.

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 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.

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 goals of the University and the Association.

Section 2 - Chapters or Affiliates Activities

All chapters and/or affiliate groups shall operate under the charter and mandate established by the full board.

Section 3 - Representation on the Board of Chapters and Affiliates

The chapter or affiliate leaders will be invited to report on activities to board meetings.

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 and with the mandate and charter of the chapter/affiliates. The Board reserves the right to amend any event or program that is considered not consistent 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 leaders of the chapter in question. Such chapter or affiliate for which approval has been withdrawn shall immediately cease to operate and return any assets that may have been supplied by the Association or the Alumni Relations Office.

Article VI - Amendment of Bylaws

The Alumni Association bylaws must be reviewed annually and 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.

Article VII - Association Dissolution

Section 1 - Transfer of Funds

In the event of the dissolution of the Association, all assets shall be transferred to the Metropolitan State University Foundation or 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. In the event that the foundation is unable to absorb and steward the Association assets, 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.