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Bylaws

Revised on 2-6-2025

Article I - Association Name

Section 1 – Association Name & Board Affiliation

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

Section 2 – Board Name

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

Section 3 – Membership of the Alumni Association

All graduates of Metro State University are members (Alumni) of the Association. Alumni shall receive communications from the Alumni Relations Office. There shall be no payment of dues for membership of the Association. Former students who have attended classes at Metro State University may request alumni status even if they did not obtain a degree. With the 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 Metro 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 function as representatives of the membership at large in promoting the university to prospective students, promoting lifelong learning, supporting the activities of the Metro State University Foundation, and recognizing the contributions and accomplishments of alumni, faculty, and staff.

Section 5 – Board Membership

The Board shall consist of no fewer than nine and no more than 21 appointed members of the Alumni Board of Directors (Directors). While serving on the Board, Directors are expected to rank Metro State University among their top three philanthropic choices. They are expected to serve on at least one committee and are strongly encouraged to attend as many Association, Foundation, and University events and gatherings as possible.

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 meet more frequently, not to exceed eight meetings per year.

Section 2 – Board Meetings (Special)

Any officer of the Board may call special meetings of the Board to discuss Board-related business. All directors of the Board can request a special meeting through any board officer. 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 before holding such a meeting. The notice shall state the time and place of the meeting and shall include an agenda of the business to be transacted.

Section 3 – Board Meeting Notification

A schedule of meetings is set before the end of the fiscal year for the following year. 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. Notice of meetings will be sent to all board members via electronic communication such as an email and/or calendar invitation.

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 agree to attend regularly scheduled meetings in person or virtually. Any member who is unable to attend a scheduled meeting agrees to send in regrets no later than 24 hours before the meeting.

More than two absences in one year may demonstrate an inability to serve 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 Metro 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 2-1 – 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 2-2 – Election of members/Appointment to the Board

  1. Appointment: The Executive Committee and the Membership Committee may recommend for appointment to the Board members of the 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.
  2. Term: All 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. 
  3. All Board terms begin in the month of September.

Section 3-1 – Absences and Leave of Absence Guidelines

Board members who are absent from two or more board meetings in a year may be seen as unable to serve on the board. In such cases, Directors will be offered the opportunity to end their board term or 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. 

A leave of absence will be granted through the end of the university’s fiscal year. After this time, board members on leave may request to resume their board service, which may be granted based on the capacity and needs of the board. 
 
Two consecutive meeting absences without sending regrets will be treated as a resignation of the board. 
 
Any board member may request a personal leave of absence subject to the leave of absence guidelines. Time spent on a leave of absence will count towards a term of service on the board.

Section 3-2 – 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. If the resignation results in fewer than nine directors sitting on the Board at any time during the university’s fiscal year, the Membership Committee shall convene to identify and bring two nominations 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 may serve on a committee of the board. The vice president shall ensure 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. Engagement Officer

Serves on the executive committee of the Board. The engagement officer chairs the Engagement committee. In the absence of the president and vice-president, the Engagement officer shall preside at board meetings. The engagement officer 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 purposes and projects as needed. Each committee shall have a chair to act as a liaison between the committee members and the alumni relations staff.

Members of the Association (alumni at large) serving on committees who have not been elected to the board of Directors may begin their term at any point during the university’s fiscal year and may be reappointed on an annual basis at the beginning of each fiscal year. 

Section 4-1 – Board Standing Committees

a. Executive Committee

The Executive Committee shall consist of the Board officers (president, vice president, and engagement officer) of the Association and committee chairs. 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. Responsibilities of the Membership committee include:

  • Set board meeting agendas
  • Set board goals and evaluate progress toward goals
  • In conjunction with the Alumni Relations Director, conduct a 7-month check-in with the Board President
  • Select Alumni of the Year candidates and make recommendations to the Board for the final selection of award recipient
  • Evaluate board performance and engagement

b. Membership Committee

The Membership 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 committee chair, or designate, shall present updates of the Membership Committee at all Board meetings. The chair of the Membership Committee may invite alumni at large to serve on this committee. Former board officers/members are encouraged to serve on the Membership Committee. Responsibilities of the Membership committee include:

  • Recruit and participate in the onboarding of new Board Directors
  • Provide a slate of candidates for the election of Board officers
  • Provide committee updates at Board meetings

c. Fundraising Committee

The Fundraising 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 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. Alumni donors 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
  • Provide committee updates at all Board meetings
  • Support annual giving campaigns and recruit other alumni to participate
  • Serving as the Award committee for the Alumni Association Scholarship and other alumni award committees as needed

d. Engagement 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 engagement plan for approval by the Board, and the committee chair, or co-chair, shall provide Engagement Committee updates at all Board meetings. The chair of the Communications-Events Committee may invite alumni at large to serve on the committee. Responsibilities of the Engagement committee shall include:

  • Participate in the planning and execution of alumni events
  • Engage alumni through communication, events, and volunteer activities
  • Create opportunities for all directors to engage with alumni and each other

e. Advocacy 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 providesAdvocacy Committee updates at all Board meetings. The chair of the Advocacy Committee may invite alumni at large to serve on the committee for a fixed term. Responsibilities of the Advocacy Committee shall include:

  • Develop opportunities to increase awareness of the value of a Metro State University education
  • Advance statewide legislative partnerships to support funding to enhance educational opportunities for Twin Cities residents
  • Inform community and statewide legislation on workforce and economic impact from Metro State University alumni    

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, 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 financial report shall be prepared prior to—and distributed at—each Board meeting, reflecting the financial operations for the fiscal year to date.

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 a quorum vote of the Board may adopt new Bylaws 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 Metro 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 Metro State University. Dissolution of the Association shall commence upon the date Board officers sign the Dissolution of Association document.