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PROPOSED

 

BY-LAWS OF STEPHEN F. AUSTIN STATE UNIVERSITY ALUMNI ASSOCIATION

Nacogdoches, Texas

January 1, 2010

 

ARTICLE I.

 

OFFICES

The principal office of the Association in the State of Texas shall be located in the City of Nacogdoches, County of Nacogdoches. The Association may have such other offices, either within or without the State of Texas as the Board of Directors may determine.

The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be; identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

 

ARTICLE II.

 

MEMBERSHIP

Section 1. Types of Members. Membership in this Association shall consist of Annual, and Life members, both alumnus and non-alumnus.

 

Section 2. Qualification of Members. Any former student of Stephen F. Austin State University, whether a graduate or not, any currently enrolled student or any member of the faculty or staff, may become a member of the Association upon payment of annual or life membership dues. Any person not a former student of the University who evidences a genuine interest in the welfare of the University if they so desire, may become a member of the Association upon submitting his name and paying the annual or life dues.

 

Section 3. Dues. The amount of annual and life dues shall be as fixed by resolution of the Board of Directors. Active and Life members shall be entitled to receive the Alumni Association magazine, as well as, all other benefits of active membership.

 

Section 4. Meetings. An annual meeting of the members shall be held in the fall of each year, in Nacogdoches, Texas, at such place and upon such date as may be determined by the Board of Directors. Other meetings may be held at the call of the president, upon the advice and consent of a majority of the Board of Directors. The president shall cause due notice of any such meeting to be sent, posted or published to all members.

 

Section 5. Quorum. The members present at any membership meeting shall constitute a quorum and each member shall have one vote. No member shall be entitled to vote by proxy.

 

ARTICLE III.

 

BOARD OF DIRECTORS

 

Section 1. General Powers. The affairs of the Association shall be managed by its Board of Directors.

 

Section 2. Number, Tenure and Qualifications. The number of directors shall be eighteen (18) members. Directors shall be elected by the members present at the annual meeting each year for 3 full year terms. Directors may be elected for the maximum of three consecutive three full year terms at which time they would need to sit out at least one year before being elected to a new term. The Board of Directors, at any time, may appoint or reappoint any director to serve one or two years to rebalance the Board. The three term limitation will be suspended during the time that a member is serving as president-elect, president and immediate past president.

 

All new board members must participate in an orientation and training session before the end of their first year of service. Members may not serve on the Board if they may have conflicts of interest due to employment, service in other boards or other institutions. The Board requires annual certification of avoiding conflicts of interest and maintaining confidentiality.

 

Directors are responsible for attending all board meetings and are encouraged to make annual financial contributions to the association.

 

Absence from three consecutive board meetings or participation in less than 50% of a year’s activities, may be cause for removal from the Board of Directors by majority vote of the Directors. Just cause of illness or extenuating circumstances shall be considered.

 

The Board of Directors by majority vote can name any current or past staff member or director as "Director Emeritus". These persons will become lifetime members of the Association Board but without voting privilege.

 

Board Composition:

 

President (votes only in a tie)

 

President Elect

 

Immediate Past President

 

Committee Chairs

 

Additional members of which at least three have served two prior terms

 

Any "Director Emeritus" members (ex-officio)

 

Alumni Association Executive Director for Alumni Affairs (ex-officio)

 

Recording Secretary (ex-officio)

 

Student Foundation Association Executive Director (ex-officio)

 

Section 3. Duties. The Board of Directors shall determine in what manner the funds of the Association shall be spent and see that the Association is operating strictly in accordance with its charge exclusively for charitable, educational, scientific, religious or literary purposes. They shall attend to all business arising during the year, and make a full report of business transacted to the membership annually.

 

Section 4. Annual Meetings. A regular annual meeting of the Board of Directors of the Association shall be held in the fall of each year in Nacogdoches, Texas, at such place as may be determined by the president.

 

Section 5. Special Meetings. Special meetings of the Board of Directors may be held at the call of the president, on advice and consent of the majority of the Directors. Such a meeting must be properly advertised and posted.

 

Section 6. Quorum. A majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The majority actions of such quorums shall be deemed the action of the Board, as a whole, except as may be otherwise specifically provided by statute or by these By-laws.

 

Section 7. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the majority vote of the Directors. The Board or its designated committee will recommend a nominated slate for board discussion and approval at the summer board meeting each year. A person elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. A person filling an unexpired term shall be eligible for election to two additional consecutive three (3) year terms at the end of the first expired term.

 

Section 8. Informal action by Directors. Any action required by law to be taken at a meeting of the Board of Directors may be taken without a meeting with prior written consent of the board.

 

Section 9. Conference Telephone Meetings. Meetings of the Directors or any committee may be held by means of telephone or video conference or similar communications equipment as long as the required quorum is participating. Participation in a meeting pursuant to this section shall constitute presence in person at such meetings. Minutes for these meetings should be duly recorded in written format.

 

Article IV.

 

OFFICERS

Section 1. Officer Election. Officers of the Board of Directors shall consist of those described in the prior article III Section 2. A nomination slate for all offices will be prepared by the Board or its designated committee and presented to the Board of Directors for discussion and approval before being presented and voted on at the annual meeting of the Association. All officers will be elected by the members at the annual meeting for a one year term. All officers and committee chairs may be elected to a specific office for a maximum of two consecutive annual terms after which time they must wait for one year before being eligible for re-election to that particular office. The Board, by majority vote, can recommend the extension of the term of any office.

 

Section 2. Officer Vacancy In the event an office of the Board of Directors becomes vacant before the expired term, the Board of Directors shall by majority vote fill the vacancy. The Board or its designated committee will have the responsibility to recommend candidates. This officer may be later elected by the association and serve two annual terms in this office if the association so decides.

 

Section 3. Officer Duties

 

The President. It shall be the duty of the President of this organization to preside at all

meetings of the Directors of the Association. He or she shall act with the rest of the Directors in transacting business during his or her tenure, as provided for in Article III of the By-laws of this organization. He or she shall have power to appoint such committees or task forces, including Ad-hoc committees, as he/she or this organization deems necessary to conduct the interest or business of the Association provided the bylaws do not already designate some other method of appointment or selection. In the absence or disability of the president the Immediate Past President shall act in the capacity of president. The president serves on the Alumni Foundation Board of Governors.

 

The Immediate Past President: The Immediate Past President shall serve on the Executive Committee as described earlier in these By-laws. They may also serve as a Program or Committee Chair. The Immediate Past President also serves as chairman of the Alumni Foundation Board of Governors.

 

The President Elect: The President Elect shall serve on the Executive Committee and. may also serve as a Program or Committee Chair. After completing their term as President Elect they are subject to election to the presidency of the Association upon Board and Membership approval. The President Elect shall act in the capacity of the President in the absence of the President and Immediate Past President

 

Section 4. Qualifications and Eligibility

The President or President Elect must have served at least three years on the board of which at least one year must have been spent as a committee chair. Each chairperson of the association must be a member in good standing and have served at least one year on the board of directors.

 

Article V.

 

THE EXECUTIVE DIRECTOR FOR ALUMNI AFFAIRS

 

Appointment: The Executive Director for Alumni Affairs shall be selected by proper search and approved by the Board of Directors. The Board of Directors should consider the intent the University President in his or her hiring recommendation to the Board of Regents. The Executive Director for Alumni Affairs will serve as long as the Association or University shall appoint and hire him or her or until he or she retires or resigns.

 

Duties: The Executive Director for Alumni Affairs shall serve as the association chief executive and financial officer and shall serve as an ex-officio member of the Board of Directors. The Executive Director for Alumni Affairs should conduct the affairs of his or her office in accordance with guidelines prepared and furnished to him or her by the Board of Directors of the Association. The Executive Director for Alumni Affairs directs and supervises all Association employees.

 

Article VI.

 

COMMITTEES

 

The Executive Committee: The Executive Committee is chaired by the President and shall be made up of the current President, the President Elect, the Immediate Past President and at least two committee chairs. Their purpose is to allow for an easier and knowledgeable progression to the office of president and to assist the president in hir or her responsibilities and the Executive Director for Alumni Affairs in managing the day-to-day affairs of the association. They are authorized by the Board to act on the Board’s behalf when time does not allow for a regular or specially called board meeting. The Executive Committee should always seek the guidance of the proper committee when making programmatic or financial decisions. They shall act in the capacity of Executive Director for Alumni Affairs in the absence or a vacancy in that position.

 

The Finance Committee: The Finance Committee is minimally required responsible to: review and make recommendations regarding endowment investments, budgeting issues, salary increases, bonuses, incentives, investment policy, interact directly with the investment broker, auditors and any other area that the President deems necessary regarding the financial responsibility of the Alumni Association. The Board of Directors can instruct the Executive Director for Alumni Affairs to direct the appropriate staff members to assist in these duties as requested.

 

Other Committees: The Board, upon recommendation by any member, may establish other such committees as the Board deems appropriate and assign appropriate responsibilities to each. The list of said committees is maintained in the Association Policy and Procedures Manual. Each committee is responsible for reviewing recom-mendations regarding policies and action items under the scope of their specific committee as outlined in the Manual.

 

Committee Chairman: The chairman is a member of the Board and leads the committee meetings. The chairman is limited to two consecutive years of service as chair unless otherwise approved by the Board. The chairman and assigned Association staff establish and conduct such meetings and maintain such records as appropriate to accomplish the goals and implement approved plans and programs. Committees generally should provide budgets for their activities and funding. Committee chairman report a summary of discussions and propose action items to the Board.

 

Committee Members: Committee members may be any member of the Association and are expected to participate in the activities of the Committee. Non-board prospective committee members should submit a request to join to the Association’s Assistant to the Executive Director for Alumni Affairs and will be considered for appointment to a Committee, and assigned to a committee, by a committee as designated by the Board to make such appointments. Participation is required to remain a member and this may be judged by attendance at meetings or other appropriate contributions to meeting the objectives of the Committee.

 

All non-board committee members are welcome to attend board of director meetings. Although these members are non-voting, they are welcome to participate in discussion.

 

Special Committees: The President of the Board of Directors may form and convene any Ad-hoc committees necessary for the completion of association’s purpose, mission and task. All committee chairs should be current Board of Director members.


ARTICLE VII.

 

FUNDS OF THE ASSOCIATION

 

Section 1. Deposits. All funds of the Association shall be received by the chief financial officer, who shall see that a proper receipt is issued therefore. He/she shall deposit said funds in the depository bank, designated by the Board of Directors. The Board of Directors can instruct the Executive Director for Alumni Affairs to direct the appropriate staff members to assist in these duties as requested.

 

Section 2. Drafts. No funds of this Association shall be disbursed except by check drawn on the depository bank, signed by the Executive Director for Alumni Affairs or the President of Alumni Association. No disbursement of funds shall be made except as duly authorized by the Board of Directors and the Board shall ensure prudent accounting practices occur including proper independent audit. The Board of Directors can instruct the Executive Director for Alumni Affairs to direct the appropriate staff members to assist in these duties as requested.

 

Second 3. Gifts. The Board of Directors may accept on behalf of the Association any membership, contribution, gift or gift-in-kind for the specific purpose of supporting the Association or Stephen F. Austin State University. Where specific restriction apply, proper documentation is required.

 

ARTICLE VIII.

 

BOOKS AND RECORDS

 

Section 1. Record Keeping. The Association shall keep correct and complete books and records of accounts, minutes of the proceedings of its Directors Meetings and shall keep at the registered or principal office a record showing the names and addresses of the Directors and the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time. The Board of Directors can instruct the Executive Director for Alumni Affairs to direct the appropriate staff members to assist in these duties as requested.

 

Section 2. Audit. The Board of Directors shall cause the books of the Association to be independently audited after the end of each fiscal year by an independent certified accountant selected by the Directors. The report of the auditor shall be available to the Members and Directors no later than the fall meeting of the Board of Directors. The President shall appoint whatever Ad hoc committee necessary to see that the audit is completed in an accurate, appropriate and timely manner.

 

ARTICLE IX.

 

FISCAL YEAR

 

The fiscal year of the Association shall begin on the 1st day of July and end on the last day of June in each year.

 

ARTICLE X.

 

SEAL

 

The Association need not have a seal and may conduct all activities in furtherance of its purpose, and execute all instruments necessary to any transaction conducted by the Association without the imprinting of a seal on said instruments.

 

ARTICLE XI.

 

WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act, the provisions the Articles of Incorporation or By-laws of the Association with a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.

 

ARTICLE XII.

 

AMENDMENTS TO BY-LAWS

 

By-laws of this Association may be amended by a majority of members present at any meeting of the Association and will be updated annually each January.

 

ARTICLE XIII.

 

INDEMMFICATION

 

Each person who at any time shall serve, or shall have served, as a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereinafter referred to as "indemnitee") shall be entitled to indemnification as and to the fullest extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act or any successor statutory provision, as from time to time amended (hereinafter referred to as the "Statute"). The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those to be indemnified may be entitled as a matter of law or under any agreement, vote of shareholders or directors, or other arrangement. The corporation shall pay in advance or reimburse Indemnitee expenses actually and reasonably incurred or anticipated by him in connection with his appearance as a witness or other participation in a proceeding whether or not he is a named defendant or a respondent in the proceeding.

 

To obtain an indemnification or expense advance, Indemnitee shall submit to the corporation a written request with such information about the expenses incurred or anticipated as is reasonably available to him. If the expense advance is to be paid prior to final disposition of the proceeding, there shall be included a written statement of his good faith belief that he has met the necessary standard of conduct under the Statute and an undertaking to repay any amount paid if it is ultimately determined those conduct requirements were not met. Upon receipt of the request, the corporation shall determine (by special counsel of otherwise) Indemnitee's entitlement to indemnification or expense advance. If the request is rejected, the corporation shall notify Indemnitee of the reason therefore. If within 20 days of the corporation's receipt of the request, the payment for an approved request is not made or the request for payment is rejected or not acted on. Indemnitee shall have the right to adjudication in any court of competent jurisdiction of his entitlement to such indemnification or expense advance. Any such proceeding shall be conducted in all respects as a de novo trial on the merits.

 

As Amended October 10, 2002

As Amended September 9, 2004

As Amended October 23, 2009

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