Bylaws

Effective July 1, 2020

Article I: Name

The name of this association will be Alumni Association of Emmanuel College, name hereinafter referred to as the Association.

Article II: Purpose

The purpose of the Association will be to further Emmanuel College's Catholic mission by challenging alumni to act, lead, and give generously to others, strengthen the bonds between the alumni and the College and support the growth of the College. The following values will guide the Association's work: spirituality, service, pride, professionalism, relationships, and traditions. The Association will translate into action the strong mission, beliefs, and legacy of the Sisters of Notre Dame de Namur and Emmanuel College by building bridges and inspiring involvement within the alumni community.

Article III: Membership of the Association

Section 1. Membership. Every person who has completed at least one academic year of study as a student enrolled at Emmanuel College, and whose class has graduated, will be a member of the Association.

Section 2. Honorary Membership. Honorary Membership may be extended to persons whom the Board of Directors nominates by two-thirds vote of the members present. Honorary members may not vote nor hold office, but may attend meetings of the Association.

Article IV: Board of Directors

Section 1. Role. The role of the Board of Directors will be to help Emmanuel College thrive as a world class institution and serve the needs of the Alumni Association. Board members shall act as ambassadors for the College and assist in its development, events and outreach efforts to its diverse Alumni Association and other constituencies (such as, but not limited to students, parents, faculty, businesses, friends and affiliates.)

All members of the Board will:

  • Support the continuing personal and professional growth of alumni.
  • Provide information which describes and announces Association activities to alumni.
  • Promote alumni awareness of the College.
  • Promote the importance of philanthropy.
  • Actively participate in Board meetings and fulfill identified priorities.

Section 2. Composition. The general management of the Association will be vested in a Board of Directors consisting of four Officers and ten or more Directors-at-Large.

Section 3. Terms of Office. No Board member will hold more than one office at a time, and no member will serve more than three consecutive terms in the same office. The term of office of each Director will be two years. Directors will be elected in alternate years as follows: President, Vice President, and approximately half the Directors-at-Large in even calendar years; Secretary, Treasurer and approximately half the Directors-at-Large in odd calendar years.

Section 4. Powers and Duties. No later than mid-July of every year, the College will provide priorities for the FY to the Board. The President of the Association will define, with the Officers, the strategies for the FY. The strategies and committees will be presented at the first meeting of the Board, assigning direction.

The Board of Directors will have:

  • Control and management of the budget and business of the Association.
  • The power to fill any vacancy occurring in its membership until the expiration of terms of the respective offices in which the vacancies exist. The method for filling said vacancy will be determined by majority vote of the Board.

Section 5. Meetings. The Board of Directors will hold no fewer than four meetings in an academic year. Meetings, including any Committee meetings may take place in person, over the telephone, by videoconferencing, or using other interactive electronic methods of communication. The President, in consultation with the other Board members, will determine the meeting dates. Other meetings may be called by the President or at the written request of any five Directors filed with the Officers.

Section 6. Quorum. A simple majority of the voting members of the Board of Directors will constitute a quorum, provided that either the President, the Vice President or a nominee designated by the President or the Vice President is present.

Article V: Officers

Section 1. Officers. The officers of the Association will be President, Vice President, Secretary, and Treasurer. Comprising the Executive Committee, they will be responsible for setting policy and oversight of Association affairs under the leadership and direction of the President, as provided in these by-laws.

Section 2. Powers and Duties.
a. President. The President will be the chief executive officer and will preside at all meetings of the Association and the Board of Directors. The President may be an ex-officio member of all committees of the Association except the Nominating Committee. The President of the Association may assign the duties of the Directors-at- Large.
b. Vice President. The Vice President will perform the duties of the President in his or her absence or inability to serve and such other duties as the President may assign.
c. Secretary. The Secretary will keep a record of the proceedings of the meetings of the Association and the Board of Directors. The Secretary will provide the Board of Directors with the minutes of each meeting, providing these minutes to the Board within two weeks following each meeting.
d. Treasurer. The Treasurer will work with the President and Office of Alumni Relations to develop a yearly budget to support the Board’s activities. The Treasurer will approve and monitor the disbursement of the funds of the Association against that budget. The Treasurer will provide a financial report for each meeting of the Board of Directors.

Article VI: Alumni Relations Director

The Director of Alumni Relations will support the Board of Directors in the Alumni Relations implementation of its policies and programs. The Director of Alumni Relations will be an ex-officio member (without vote) of the Board of Directors. She/he will be available to all Committees for assistance, acting in coordination with the President and Committee Chairs as a liaison to the College.

Article VII: Committees

Section 1. Executive Committee. The Executive Committee will be composed of the Officers.

Section 2. Strategic Committees. Strategic Committees will be presented by the Executive Committee at the first meeting of the Board. Committees will be defined and named based upon the College’s priorities and needs. Documents to establish strategic committees include: suggested committee guidelines and past standing committee descriptions. The only exceptions to this will be the Nominating Committee and Executive Committee.

Section 3. Ad Hoc Committees. The Board of Directors may establish ad hoc committees by a majority vote. Ad hoc Committees may be created and eliminated at the discretion of the Executive Committee or President based upon the needs of the Association.

Section 4. Nominating Committee. The Nominating Committee will consist of no fewer than five members, all of whom will be members of the Board. The chair will be elected by majority vote of the members of the Nominating Committee for a term of one year, which may be renewed by a majority vote of the then current Committee.

Section 5. Committee Chairs. Committee chairs will be appointed by the President of the Association from among the Directors-at-Large with the exception of the Nominating Committee. The role of chairperson or designee will be to set meeting dates, document committee minutes and report progress at board meetings.

Section 6. Committee Membership. In addition to the general duties of all Board members, Directors-at-Large are expected to actively serve on at least one committee (Nominating, Strategic). Most also serve on ad hoc committees or defined initiatives that are of special interest to them. Committee assignments occur through voluntary sign-up, recruitment or appointment to ensure a mix of experienced and new talent, expertise and interest.

Article VIII: Nominations and Elections

Section 1. Candidates. All candidates for election will be members of the Association and hold a degree from Emmanuel College. Further, all candidates for election to the office of President will have served on the Board of Directors within five years of their candidacy for President. No candidate's name will be presented by committee or by petition without the candidate's written consent.

The Nominating Committee will work to recruit alumni who may be interested in joining the Alumni Association Board Members and will strive to recruit nominations that reflect the diversity of the alumni population, representing varied backgrounds, geography, gender, sexual orientation, race, ethnicity and class years, including representation from the last decade and Graduate and Professional Programs (GPP).

The College may provide names of nominees for consideration.

Section 2. Nominations by Committee. Nominations will be made by the Nominating Committee for candidates to elected positions. The Nominating Committee will provide to the Alumni Office a list of open positions for the upcoming year and instructions for nominating candidates to fill them, which will then be posted on the College website.

The Nominating Committee will explain to all potential nominees the process to be a candidate on the ballot. A slate of nominees will be presented to the College by the Nominating Committee. The College will approve nominees’ names to appear on the ballot as candidates. The Nominating Committee will notify all nominees of approval or not.

Section 3. Election. The College will notify all alumni for whom it has an e-mail address on record by May 1st that the ballot has been posted on the College website. Notification will include a link to the online ballot. Paper ballots will be mailed to alumni who graduated prior to 1955 for whom the College does not have an e-mail address on record. All votes, whether electronic or mailed, must be received by the College no later than June 1st. Ballots will be counted and candidates notified of the results of the election no later than the second week of June and will take office on the following July 1st. The College will publish the Board roster for the upcoming fiscal year no later than June 30th of the preceding fiscal year.

Article IX: Meetings of the Alumni Association

Section 1. Annual Meeting. The Board may vote to hold an Annual Meeting of the Alumni Association. Notice of this meeting will be posted on the Association website no later than two months before the scheduled meeting date.

Section 2. Special Meetings. Special meetings of the Association may be called at the discretion of the Board of Directors or by written request of twenty-five members filed with the Secretary of the Association not less than two months prior to the proposed meeting date. Written notice of the special meeting, with a statement of the business to be transacted, will be posted on the College website not less than one month before the date of the meeting.

Section 3. Minutes. Minutes of any annual and/or special meeting of the Association will be posted on the College website.

Article X: Finances

Section 1. Operating Funds. Operating funds will be provided by the College. The College will notify the Board of its operating budget by mid-July of each year. The Board will manage the budget and will require a majority vote for all expenditures of $500 or more.

Section 2. Reporting. The College will provide a report of expenditures against the budget to the Treasurer of the Board prior to each Board meeting.

Section 3. Fiscal Year. The fiscal year of the Association will be the same as the fiscal year of the College.

Article XI: Removal

Any member of the Board may be removed for cause. Said member will be given reasonable notice of the pending action and be offered the opportunity to submit a letter of resignation. Said member will also have the right to a hearing before the Board, meeting in Executive Session.

Prior to the Board hearing, the Executive Committee will conduct an investigation of the alleged violation. The Executive Committee will provide said Member with reasonable notice of the investigation and the process to be followed.

In the event that the Executive Committee recommends removal and in the absence of a letter of resignation from the affected Board member, a two thirds vote of the Board will be required on the removal motion. Said member will not be allowed to vote on the removal action.

Article XII: Amendments

These bylaws may be amended by a two-thirds vote of the Board of Directors. Approved amendments will be effective on the July 1st following their enactment.

Article XIII: Parliamentary Procedure

All meetings of the Association and the Board of Directors will be governed by Roberts' Rules of Order, Newly Revised.