ALUMNI ASSOCIATION OF GANNON UNIVERSITY

BYLAWS

 

 

PREFACE

 

The Bylaws of the Alumni Association of Gannon University were adopted by the National Board of Directors of the Alumni Association and Approved by the Director of Alumni Services on April 20, 1995 and revised on April 19, 2008.  The purpose of the Bylaws is to regulate the affairs of the Alumni Association. The Bylaws will also regulate the activities of the various alumni regions. 

 

The Bylaws supersede all other Bylaws, rules, and regulations governing the affairs of the various alumni groups comprising this Alumni Association, including the various alumni regions.

 

ARTICLE I - NAME

 

The name of this organization shall be the Alumni Association of Gannon University (“Alumni Association”).

 

 

ARTICLE II - OFFICE

 

The principal office of the Alumni Association shall be the Office of Alumni Services, Gannon University, 109 University Square, Erie, Pennsylvania 16541.

 

 

ARTICLE III - PURPOSE

 

The purpose of the Alumni Association shall be to promote the volunteer service of alumni in support of Gannon University’s mission, policies, and strategic plan as defined by the Trustees and President of Gannon University.

 

 

ARTICLE IV – GOVERNANCE

 

The National Alumni Board of Directors will represent and serve as the leadership of the Alumni Association of Gannon University and Villa Maria College and serve as an advisory board to Gannon University’s Alumni Services Office.

 

1.         Executive Officers.  The executive officers of the Alumni Association shall consist of a President, a Vice-President and a Secretary and such other officers and assistant officers as the needs of the Alumni Association may require.  A slate of officers will be prepared by the Nominating Committee and presented to the Directors for vote at the Spring meeting of the National Alumni Board.  Elected officers shall hold their offices for a term of two (2) years beginning with the Summer meeting in the year they were elected, or in the event of Removal or Vacancy until their successors are elected by the National Board.

 

2.         President.  The President shall preside at all meetings of the National Board.  The

President shall have responsibility for the general and active management of the affairs of the Alumni Association and shall see that all orders and resolutions of the National Board are carried into effect.  The President serves as the Alumni Association representative on Gannon University’s Board of Trustees as a voting member.

 

3.                  Vice-President.  The Vice-President shall act in all cases for and as the President in the latter’s absence, and shall have such powers and perform such duties of the President as conferred in Article IV (2) of these Bylaws.

 

4.         Secretary.  The Secretary shall attend all sessions of the National Board, act as clerk thereof, and record (and archive) all votes and minutes of the Alumni Association.  The secretary shall give, or cause to be given, notice of all meetings of the National Board, and shall perform such other duties as may be prescribed by the National Board.

 

5.         Vacancies.  If the office of any officer becomes vacant for any reason, the Nominating Committee in consultation with the Director of Alumni Services shall nominate a successor, who shall be elected by the majority vote of the National Board.  The successor shall hold office for the unexpired term of that office.

 

6.         Removal.  Any officer may be removed by the vote of the majority members of the National Board whenever, in the judgment of the National Alumni Board, the best interests of the Alumni Association will be served.



ARTICLE V – ASSOCIATION MEMBERSHIP

 

1.         Qualifications of Members. Any person who has completed at least one semester at Gannon University or any of its predecessor educational institutions, including Villa Maria College, Gannon College, and Cathedral College, is automatically a member of the Alumni Association.

 

2.                  Rights and Privileges of Membership.  A member shall have such rights and privileges of membership as may periodically be established by the National Board of Directors (“National Board”).  The authority and power to manage and direct the affairs of the Alumni Association shall be vested solely within the National Board.

 

3.        Membership in Regions.  Members shall also belong to the various regions described in Article VII.

 

 

ARTICLE VI – DIRECTORS

 

1.         Organization.

 

a.       Number.  The affairs of this Alumni Association shall be managed by the National Board.  All members of the National Board shall be members of the Alumni Association as defined in Article V.  The President of Gannon University, Vice President of University Advancement, and the Director of Alumni Services need not be members of the Alumni Association to serve on the National Board.  The National Board shall consist of at least eight (8) and no more than eighteen (18) active Directors who shall be determined through nomination and election (with representation by Regional Directors as defined herein).

 

b.      Nomination and Election of Directors.  Any member of the Alumni Association desiring to serve as a Director on the National Board may nominate him or herself, be nominated by another member of the Alumni Association in writing to the Nominating Committee, or be nominated by the Director of Alumni Services.  Directors shall then be elected by the majority vote of the Directors and Executive Officers

 

c.       Term of Office.  Directors shall serve three a (3) year term unless the term is shortened by death, resignation, or removal.  No Director shall serve more than two (2) consecutive terms in office.   Exception – the immediate past President shall serve as a member of the Nominating Committee for the period of one year immediately following his/her term as President.

 

d.      Standing Members of the National Board.  The Vice President of University Advancement, the Director of Alumni Services, and other designated members of the Alumni Office Staff shall, by virtue of their positions with Gannon University, serve as standing, non-voting members of the National Board.

 

e.       Board Representation.   Members of the National Board shall reflect and

represent, to the maximum extent possible, each constituent of the alumni body: Cathedral College, Gannon College, Gannon University, Villa Maria College, without preference to geographical regions, race, religion, gender, profession, and/or age.

 

2.                  Powers.  The National Board shall have only those powers and authorities expressly conferred upon the National Board by these Bylaws.  Within these restrictions, the National Board may exercise such power and authority as deemed reasonably prudent to accomplish the Alumni Association’s purposes set forth in Article III of these Bylaws.  Powers shall be further restricted by Article VIII of these Bylaws.

 

3.         Meetings. 

 

 

a.       Regular Meetings.  Regular meetings of the National Board shall be held three (3) times a year, designated as the Spring, Summer and Fall meetings, held at such places and at such times as may be designated by resolution of the officers of the National Board.  Unless otherwise provided by these Bylaws or by a resolution of the National Board, the President of the National Alumni Association, in conference with the Director of Alumni Services, may postpone or re-schedule the time and place of a regular meeting of the National Board for any proper purpose, including, but not limited to, the following purposes:  (1) to assure attendance of a quorum; (2) to assure that the agenda, or other matters which are likely to come before the National Board for the meeting in question, is of sufficient magnitude to warrant convening the National Board; and (3) to assure the timely and expeditious consideration of matters which are to be brought before the National Board.

 

b.      Special Meetings. The President of the Alumni Association may call a special meeting of the National Board whenever deemed appropriate.

 

c.       Notice.  Written or personal notice of the time and place of every meeting,  including postponed, rescheduled, or recessed meetings of the National Board shall be delivered to each Director at least five (5) days prior to the day named for the meeting, pursuant to Article X (2).

 

d.      Quorum.  A quorum for the transaction of the affairs of the National Board shall exist when the following Directors in office are present at a duly called meeting of the National Board:  (1) the President or Vice President of the Alumni Association, (2) 1/3 of the active Directors, and (3) the Director of Alumni Services.  The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the National Board.  In the event that a quorum of Directors is not present at a meeting that has been duly called, the members of the National Board there present may recess the meeting to a later time.

 

e.       Written acts of the National Board. The National Board may conduct business with written, signed ballots.   The inclusion of written, signed-balloted responses may constitute a quorum.  Ballots shall be delivered at least five days prior to the meeting of the National Board, pursuant to Article X (2).

 

4.         Vacancies.  Any vacancy which occurs on the National Board by reason of death,

resignation, removal from office, or otherwise, may be filled on an “as needed” basis through the election of a member of the Alumni Association by the National Board, upon recommendation of the Nominating Committee, in accordance with the procedures set forth in Article VI, Section 1(b).  The new Director shall serve the remaining term of the departing Director.

 

5.         Committees.

 

a.       Executive Committee. The Executive Committee shall consist of the Alumni Association’s President, Vice-President, and Secretary, and the Director of Alumni Services.  These officers shall have, and may exercise, all of the powers and authority of the National Board.

 

These officers shall have the authority to:

 

i.                     Fill vacancies in the National Board of Directors without the recommendation of the Nominating Committee;

ii.                   Remove a director or declare a vacancy in the National Board; and,

iii.                  Take action on matters which are committed by resolution of the

National Board.

 

b.      Committees.  The Executive Committee may establish such committees of the National Board as they may deem appropriate and useful to the conduct of the affairs of the Alumni Association.  The members of such committees may be, but need not be, Directors.  Such committees shall be strictly advisory in nature and shall have no power or authority to act on behalf of the Alumni Association or the National Board, except to the extent that such powers and responsibilities have been specifically delegated to the committee by resolution of the National Board.  Every National Board member shall serve on at least one committee, or serve as a Regional Director.  The committee chairs will be nominated by the President of the Alumni Association and appointed by resolution of the Executive Committee of the National Board.  Committee chairs shall conduct meetings with the other members of their committees.  The committee chair will delegate responsibility for keeping minutes of the meetings to a member of the committee.  The President of the Alumni Association and the Director of Alumni Services shall be ex officio members of each and every committee.

 

6.                  Removal or Declaration of Vacancy.  Any Director may be removed from office

by the majority vote of the National Board members whenever, in the judgment of the National Board, the best interests of the Alumni Association will be served.  If a Director is to be removed, or if a vacancy in the office of a Director is to be declared, written notice of the proposed removal or declaration of vacancy must be given to all members of the National Board, the Vice President of University Advancement, the President of the University, and the Director of Alumni Services, no less than ten days prior to the meeting at which such action is to be proposed and taken.

 

ARTICLE VII - ALUMNI REGIONS

 

1.                  Region Definition.  A region shall consist of members of the Alumni Association within a geographic area established in consultation with the Director of Alumni Services.

 

2.         Regional Directors. Alumni Regions shall have a Regional Director to serve as their representative to the National Alumni Board.   The Regional Director shall be appointed by the President upon recommendation from the Director of Alumni Services and the Nominating Committee and is a non-voting member of the Board.  There is not an established term limit for Regional Directors.  They are invited to attend all National Alumni Board Meetings.   In addition, Regional Directors will communicate directly with the Director of Alumni Services.

 

3.         Powers.  A Regional Director shall have only those powers and responsibilities conferred by these Bylaws and Gannon University acting through its Director of Alumni Services.  In addition, Regional Directors shall have the power to schedule and hold regional meetings, and plan and conduct regional activities, subject to the restrictions set forth below.

 

 

ARTICLE VIII – RESTRICTIONS

 

Members of the National Board shall not plan and conduct activities without prior approval of the Vice President of University Advancement and the Director of Alumni Services; including, but not limited to, the following activities:

 

i.                     Undertake any action in contravention of the mission of Gannon University;

ii.                   Establish bank accounts;

iii.                  Conduct any fundraising activities not sanctioned by the University Advancement Office;

iv.                 Copy and/or distribute lists of members of the Alumni Association for any personal or business purposes;

v.                   Discriminate against any member of the Alumni Association or particular interest group, club, or organization sanctioned by the University.

vi.                 Directly benefit financially from any activities or events; or

vii.                Mail letters, announcements, invitations, or communications to other members of the Alumni Association that are personal or professional in nature and not related to the activities or events of the National Board or Alumni Association.

 

   

ARTICLE IX - BOOKS AND RECORDS

 

The Alumni Association shall keep an original or duplicate record of the proceedings of the National Board, and the original or a copy of its Bylaws, including all Amendments thereto to date, certified by the Secretary of the National Board. The records provided for herein shall be kept at the Gannon University Office of Alumni Services, 109 University Square, Erie, Pennsylvania, 16541.

 

 

ARTICLE X - MISCELLANEOUS PROVISIONS

 

1.                  Robert's Rules of Order.  To the maximum extent possible, all meetings of the National Board shall be conducted in accordance with Robert's Rules of Order and parliamentary procedures.

 

2.                  Written Notice.  Whenever written notice is required to be given to any person, it may be given to such person by delivering a copy thereof to the individual:  (1) personally; (2) by first class or next day delivery; (3) by facsimile transmission; or (4) by electronic mail.

 

3.         Teleconferencing.  One or more Directors may participate in a meeting of the National Board, or a committee of the National Board, by means of teleconferencing or similar communications equipment whereby all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this section shall constitute a quorum.

 

 

ARTICLE XI - AMENDMENTS

 

These Bylaws may be adopted, amended, or repealed by the vote of a majority of all Directors holding office and entitled to vote at any regular or special National Board meeting duly convened after notice to the Directors of that purpose.

 

 

 

Approved April 19, 2008