UofL Alumni Association Constitution
ARTICLE I: NAME
The name of the Association shall be the UNIVERSITY OF LOUISVILLE ALUMNI ASSOCIATION.
ARTICLE II: ORGANIZATION
The Executive Committee or the Board of Directors shall, at its discretion, have the right to incorporate the Association under Chapter 273 KRS and shall have the right to amend the Articles of Incorporation from time to time.
ARTICLE III: PURPOSES
The purposes of the University of Louisville Alumni Association (hereinafter referred to as “Association”) are to promote the interests of the University, to encourage interaction between the University and its alumni, and to encourage understanding and support of the University’s programs through the establishment of alumni clubs, constituent associations, and additional meaningful activities.
ARTICLE IV: ANNUAL MEETING OF ASSOCIATION
The annual meeting of the Association will be held at the time and place as fixed by the Executive Committee and may be held in conjunction with the annual meeting of the Board of Directors. Notice of the time and place of Association annual meetings shall be given to Regular Members at least fifteen (15) days in advance of the meeting by insertion in any publication or via electronic means of communication (email/website) of the University or the Office of the Alumni Association generally circulated to the Regular Members or to any group including Regular Members. Special notice in writing may also be given.
ARTICLE V: QUORUM
The number of Regular Members present at any Regular or Special meeting of the regular membership shall constitute a quorum of Regular Members.
ARTICLE VI: AMENDMENTS
This Constitution may be amended pursuant to resolution of recommendation by the Board of Directors, adopted by the Regular Members at any Regular or Special Meeting of the members.
ARTICLE VII: BY-LAWS
The Board of Directors shall have the right to make, supplement, amend, or repeal the By-Laws of the Association at any Regular or Special Meeting of Directors.
ARTICLE VIII: RATIFICATION OF PAST ACTS
All acts of the Association, its Board of Directors and Executive Committee, prior to the date of adoption of this Constitution, are ratified and affirmed.
The Constitution of the University of Louisville Alumni Association was amended at a Regular Meeting of the Association Members held on June 5, 2003, said amendments having previously been recommended to the Membership by the Association’s Board of Directors.
Bylaws for the Executive Committee and Board of Directors
ARTICLE I : MEMBERSHIP
The membership of the Association shall be as follows:
(A) REGULAR MEMBERS. This classification of membership shall consist of all former students of the University of Louisville (hereinafter referred to as 'University') who have received either a Degree or a Certificate
(B) ASSOCIATE MEMBERS. This classification of membership shall consist of all former students of the University who have not received a Degree or Certificate, and current members of University Faculty, Staff, Trustees, and Overseers, who have expressed in writing a desire to be an Associate Member of the Association.
(C) HONORARY MEMBERS. This classification of membership shall consist of persons who have performed distinguished service to the University, and who have been recommended by the Executive Committee of the Association for Honorary Membership, and who have been elected to such Honorary Membership by the Board of Directors of the Association.
(D) ADOPTED ALUMNI. This classification of membership shall consist of persons who through their personal efforts, have made contributions to the enhancement, enrichment, and improvement of the University of Louisville and to the surrounding community, and are not otherwise eligible for Association membership, and who have been elected to this class of membership by the Executive Committee of the Association.
Additional qualifications as to any category of Membership shall, as to all matters, be determined by the Executive Committee, and approved by the Board of Directors.
ARTICLE II: VOTING RIGHTS
(A) Regular members shall be the only members having rights in connection with matters to be voted upon by the membership of the Association.
(B) Regular members who become Honorary Members shall retain their voting rights.
ARTICLE III: OFFICERS
The Officers of the Association shall consist of:
Executive Vice President
First Vice President
Second Vice President
Such other officers as the Executive Committee deems appropriate from time to time.
The Officers (with the exception of the Executive Vice President), shall be elected by the Board of Directors and shall serve one (1) year, or until their successors are elected. The election of Officers and Board of Directors shall take place at the annual meeting of the Association. An Officer must be a Director, with the exception of the Executive Vice President, and permanent university faculty and staff shall not be eligible to serve as the President-Elect, President, or Past President of the Association.
At the Executive Committee meeting next preceding the election of Officers, the Executive Committee shall appoint an Officer Nominating Committee. The Nominating Committee shall make its report at the meeting in which Officers are to be elected. At said meeting, nominations may also be made from the floor.
The President-Elect shall automatically become the President of the Association for the term of office following the expiration of the term of Office of the President.
The Executive Vice President shall be the Assistant Vice President for Alumni Relations and the executive officer of the Association.
ARTICLE IV : EXECUTIVE COMMITTEE POWERS OF EXECUTIVE COMMITTEE AND DIRECTORS
There shall be an Executive Committee of the Association consisting of:
1. The immediate Past President of the Association
2. The current President of the Association
3. The Executive Vice-President of the Assocaition
4. Four (4) at-large members of the Board of Directors elected to serve on the Executive Committee by the Board of Directors at the same time officers are elected
5. Chairs of active committees
6. Regional Club Representatives
The administration of the affairs and business of the Association shall be vested in the Executive Committee, subject to the control of the Board of Directors. However, until the Board of Directors acts otherwise, all acts of the Executive Committee shall be effective without ratification or affirmation of the Board of Directors.
The Board of Directors shall also have power to administer the affairs and business of the Association.
Meetings of the Executive Committee shall be as called by the Committee, the Association President , or any three (3) members of the Committee.
ARTICLE V: ADMINISTRATION BOARD OF DIRECTORS
Section 1. Composition of Board of Directors
The Board of Directors of the Association shall consist of the following:
1. Immediate Past President of the Association.
2. One member representing each duly constituted alumni association of colleges and schools of the university who what serve as an ex-officio director and must be a current member of that academic unit’s alumni council.
3. One member representing each duly chartered Regional Alumni Club who shall serve as ex-officio directors and must be a current member of that club’s regional alumni club.
4. Vice President for Development and Alumni.
5. President of the Student Government Association.
6. One member representing each duly constituted alumni group, such as the following special interest alumni groups (i.e., Kentucky Southern College, Louisville Municipal College, SOAR, Red Barn, L-Club). The Executive Committee of the Association shall determine whether such alumni group is duly constituted.
7. The two alumni members of the University of Louisville Board of Trustees.
8. Executive Vice President of the Alumni Association.
9. A representative from the University of Louisville Faculty Senate.
10. A representative from the University of Louisville Staff Senate.
11. Thirty-two (32) at-large members to be selected as follows:
(A) Twenty-seven (27) at-large directors shall be elected for a three-year term at each annual meeting of the Association by plurality vote from among the Members of the Board of Directors in attendance.
(B) Five (5) at-large representatives from the regional alumni clubs. Said representatives will be appointed by the Executive Committee based upon the recommendation of the Alumni Association.
(C) Before each annual meeting of the Association, a nominating committee shall nominate candidates to fill the current vacancies of at-large members. A call for nominations from alumni will be publlished in the of UofL Magazine and on the Alumni website.
(D) At the annual meeting of the Association, the Board of Directors will present a slate of nominations from the Nominating Committee as approved by the Executive Committee. Members of the Board of Directors in attendance at the annual meeting shall vote for all such at-large directors candidates, and the Board may also consider nominations made by any member of the Association present at the annual meeting. The nominees receiving the largest number of votes shall be elected at-large directors.
(E) At-large members may serve for two (2) continuous three (3) year terms. After the expiration of that individual’s second three (3) year term, that individual cannot become a member of the Board of Directors until the expiration of one (1) fiscal year (July 1 to June 30) following the end of that member’s last term of membership on the Board. Thereafter, that individual shall again be eligible for two (2) additional continuous three (3) year terms.
12. Any person holding the office of, President, President-Elect, First Vice President, or Second Vice President whose elected or appointed term on the Board of Directors has expired but whose continued membership on the board has been extended by virtue of his or her position as an officer under Article III.
Section 2 Contributions to Annual Fund
All members of the Board of Directors shall be required to contribute on an annual basis to the University’s Annual Fund. Failure to contribute to the Annual Fund is grounds for removal from the Board. Alumni board members (including adopted alumni members) are expected to make a minimum annual donation of $100, and student board members are expected to contribute $10 on an annual basis.
Section 3 Meetings of Directors
Regular or Special Meetings of the Board of Directors shall be set by the Executive Committee, after which written notice of the time and place shall be sent to the Directors at least 10 days in advance of the Directors’ Meeting.
Section 4 Attendance and Participation
Members of the Board of Directors are required to attend 50% of all board meetings and support the Board at Alumni-sponsored events during their term on the Board, unless good cause can be shown for absences in excess of the required attendance level.
ARTICLE VI: CONDUCT OF BOARD MEETINGS
1. The presence of more than one-fourth of the voting members of the Board shall constitute a quorum for the purpose of conducting business at any meeting, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. The order of business, except as otherwise determined by a vote of the Directors present, shall be:
a. Approval of the minutes of the previous meeting.
b. Reports of Officers and Club President.
c. Reports of Standing Committees.
d. Reports of Special Committees.
e. Unfinished business.
f. New business.
At all meetings of the Board, each Director shall be entitled to cast one (1) vote on any question arising at the meeting. A majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact business, unless a greater number of votes are required by law or by these Bylaws. A Director who is present at a Board or committee meeting when action is taken is presumed to have assented to the action unless the Director votes against the action or is prohibited from voting on the action.
2. When any Board or committee meeting is adjourned to another time, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
3. Any action that could be taken at a Board or committee meeting, may be taken by written action, signed by all of the Directors or committee members, whichever is applicable.
ARTICLE VII: COMMITTEES OF THE BOARD OF DIRECTORS
c. Strategic Planning
d. Special Events
e. Alumni Awards and Scholarships
ARTICLE VIII: COMMITTEE GOVERNANCE
ARTICLE IX: AMENDMENTS
ARTICLE X: MISCELLANEOUS
The foregoing revised Bylaws were adopted on the 12th day of June, 2010, by resolution of the Board of Directors of the University of Louisville Alumni Association.