Bylaws of the Alumni Association
BYLAWS OF THE
DOMINICAN UNIVERSITY OF CALIFORNIA
ALUMNI ASSOCIATION
Article I: Name and Purpose
Section 1. Name. The name of the association is Dominican University of California Alumni Association (the "Association").
Section 2. Purpose. The purpose of the Association shall be to promote the interests of Dominican University of California and establish and maintain a mutually beneficial relationship between the University and its alumni.
Article II: Board of Directors
Section 1. Number. The affairs, business and concerns of the Association shall be governed and managed by a Board of Directors, consisting of not fewer than twenty-one (21) nor more than twenty-eight (28) Directors, including ex officio members. The immediate past president of the Board of Directors shall be an ex-officio voting member for a one-year period whether or not s/he has an expired term. In addition, Director of Alumni Relations and the President of the Associated Students of Dominican University of California (ASDU) shall be ex officio non-voting members. The number of directors on the Board may be changed, from time to time, by the vote of a majority of Directors then in office at a meeting of the Board of Directors called for that purpose at which a quorum is present, provided that any such action of the Directors shall not affect the tenure of office of any Director then in office.
Section 2. Election of Directors and Term of Office. New Directors shall be elected by a majority of the Directors then in office at the annual meeting, and shall assume their positions July 1. Each Director shall hold office for a term of three years, or until his or her successor is duly elected and has qualified. Directors may succeed themselves but may serve no more than two consecutive terms. A minimum of three years off the Board is required before a past member is eligible for election again. The Directors shall serve staggered three-year terms, so that one-third of the Directors are elected each year.
Section 3. Duties of Directors. Each Director shall be required: to serve on one or more committees of the Association; to attend four (4) Board meetings per year; to attend the Dominican University of California Summit (alumni leadership workshop); to pay for all events the Director attends; to contact five fellow alumni and determine their interest in alumni events; and to contribute to the Annual Fund.
Section 4. Removal or Resignation of Directors; Vacancies. The office of any Director shall become vacant upon her/his resignation, refusal to act, removal from office, inability to act, or expiration of her/his term. If any Director shall fail to attend four (4) consecutive Board meetings without an excuse accepted as satisfactory by the Board, she/he shall be deemed to have resigned and her/his office shall become vacant. Any vacancy on the Board of Directors may be filled by a majority vote of the Directors then in office at any meeting of the Board. Any member may be removed from office, for cause, at any meeting of the Board by affirmative vote of two-thirds (2/3) of the Directors then in office.
Section 5. Quorum. A majority of the entire Board shall be necessary to constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 6. Place and Time of Meetings of the Board. Meetings of the Board shall be held at Dominican University of California, unless the President gives notice to the Directors of another place. Meetings are attended by Board members (elected, ex-officio, and appointed). Alumni at large are welcome at all Board meetings. Non-alumni may attend by invitation (verbal or written) from the President of the Association.
There shall be four regular Board meetings annually, which shall be held in the Fall, Winter, Spring, and Summer on such date and at such place as may be designated by the President of the Board. The annual meeting of the Board for the purpose of electing officers and transacting such other business as may be properly raised at the meeting shall be the Summer meeting. Special meetings of the Board of Directors may be called by a majority of the Board members or by the President upon proper notice.
Section 7. Notice of Meetings. Notice of each meeting shall be given to each Director at least ten (10) days prior to the meeting.
Section 8. Action Without Formal Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a formal meeting. Meetings may be conducted by telephone, mail, e-mail, or in any other way the Directors shall decide. However, a written consent setting forth the action so taken and signed by the majority of members then in office must be filed with the minutes of the proceedings of the Board.
Article III: Members at Large
Section 1. Classes of Membership. The Association shall have two classes of members (collectively, the "Members"). A General Member shall be any person upon whom the University has conferred a graduate, undergraduate or honorary degree; any person who has been a full-time undergraduate for at least two (2) years or has completed 60 units; any person who has received a teaching credential from the University; and any person who has completed one (1) year as a graduate or undergraduate student AND indicates a desire to be a member of the Association. Honorary Members shall be those friends and benefactors of the University whose services the Association may desire to recognize, and who shall be nominated and elected by the Board of Directors, in consultation with the President of the University. Except as may be otherwise provided herein, the Members at large shall not have the power or right to vote on any matter.
Section 2. Meetings. The annual meeting of the members shall be held concurrently with the Summer meeting of the Board of Directors. Special meetings of the Members at large may be called by a majority of the Board of Directors or by the President.
Section 3. Voting. Whenever, in the judgment of a majority of the Board of Directors, any question shall arise which it believes should be put to a vote of the Members, the Board of Directors may submit such matter to a vote of the Membership at an annual or a special meeting of the Members, or the Board of Directors may submit such a matter to the Membership in writing or by mail. If submitted to the Membership at an annual or a special meeting of the Members, unless otherwise provided by resolution of the Board of Directors, the question thus presented shall be determined according to a majority of the votes received by the Members present at such meeting. If submitted to the Membership by mail, unless otherwise provided by resolution of the Board of Directors, the question thus presented shall be determined according to a majority of the votes received by mail within three (3) weeks after such submission to the Membership. Any and all action taken in pursuance of such mail vote in each such case shall be binding upon the Association in the same manner as would be action taken at a duly called meeting.
Article IV: Officers And Appointed Positions
Section 1. Officers. The officers of the Association shall be a President, a President-Elect, a Secretary, and such other officers as may from time to time be deemed advisable by the Board of Directors. Officers shall be Directors of the Association.
Section 2. Election and Term of Office. Officers shall be elected by the Board of Directors at the annual meeting by a vote of a majority of Directors present at such meeting, and shall assume their positions July 1. The officers shall hold office for a term of two (2) years and until their successors are chosen and have qualified. Officers may not succeed themselves in office.
Section 3. President. The President shall be the chief operating officer of the Association and, subject to the control of the Board of Directors, shall perform all duties customary to that office. The President shall supervise and control all of the affairs of the Association in accordance with any policies and directives approved by the Board of Directors and shall have power and authority to perform all other duties usually customary to such office. In addition, the President shall be a voting ex officio member of the University Board of Trustees and at least one committee therein. The President shall also be an ex officio member of the Mother Mary Raymond Memorial Scholarship Fund Board with full voting rights.
Section 4. President-Elect. In the absence of or upon the delegation of the President, or in the event of the President's inability to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform all duties assigned by the President or by the Board of Directors, or otherwise customary to the office of President-Elect. The President-Elect shall assume the role of President upon the expiration of the President's term.
Section 5. Secretary. The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Board of Directors, and attending to such other actions of the Association as the Board of Directors shall direct. The Secretary shall give or cause to be given all notices in accordance with these Bylaws and shall perform all duties assigned by the President or by the Board of Directors or otherwise customary to the office of the Secretary.
Section 6. Removal or Resignation of Officers; Vacancies. Any officer may be removed from office, for cause, at any time by the vote of a majority of the Board of Directors present at any meeting of the Board of Directors at which a quorum is present. Any officer may resign by tendering a resignation in writing to the Secretary. The resignation shall be effective upon receipt. In the case of any vacancy by reason of the removal, resignation, or inability to act of the President-Elect or Secretary, the President shall appoint a replacement with the approval of a majority of the remaining Directors then in office. In the case of any vacancy by reason of the removal, resignation, or inability to act of the President, a majority of the remaining Directors then in office shall appoint a replacement. An officer appointed to fill any vacancy shall serve out the term of the Director whom he or she replaces.
Section 7. Parliamentarian. The Parliamentarian shall be appointed annually by the President of the Board of Directors, and shall serve as Chair of the Nominating Committee.
Section 8. Dominican Order Representative. The Dominican Order Representative shall be a member of the Dominican Order and a member of the Association; shall be appointed by the President of the Board of Directors; and shall serve on the Nominating Committee.
Section 9. Alumni Fund Chair(s). The Alumni Fund Chair(s) shall be a member of the Alumni Association and shall be appointed by the Vice President of Institutional Advancement in consultation with the President of the Board of Directors and the Annual Fund Director. The Chair(s), working in cooperation with the University’s Office of Institutional Advancement and the President of the Board of Directors, shall direct the alumni portion of the Dominican University of California Annual Fund program. All monies contributed shall be the property of the University and used as unrestricted funds, unless otherwise specified by the donor.
Article V: Committees
Section 1. Executive Committee. The Executive Committee shall consist of the President, President-Elect, and Secretary of the Association, and the Director of Alumni Relations, ex officio. The President of the Board of Directors shall be the President of the Executive Committee. The Executive Committee may meet between regularly scheduled meetings of the Board as needed. A majority of the Committee shall constitute a quorum for the transaction of business. The Executive Committee shall continually assess and appraise Board organization, operations, membership and attendance in order to assure maximum effectiveness.
Section 2. Standing Committees. The Association shall have the following standing committees to promote the purposes and carry on the work of the Association: Reunion Committee, Alumni Admissions Committee, Nominating Committee, Golf Tournament Committee, and Career Services Liaison Committee. The Chairperson and members of each committee shall be regular active members of the Board. The President of the Board, in consultation with the Director of Alumni Relations shall appoint all committees and Chairpersons of those committees. The Chairperson may invite non-Board members to assist the committees, subject to the approval of the President of the Board of Directors and the Director of Alumni Relations. Each committee should meet between two (2) and four (4) times a year.
a. Reunion Committee. The Reunion Committee shall work on all aspects of the annual University Reunion including: Reunion theme, luncheon, banquet, individual events, mass, invitation mailings, staffing Reunion events, and other related tasks as needed.
b. Alumni Admissions Committee. The Alumni Admissions Committee will work in conjunction with the Admissions Office, assisting the DARTS (Dominican Alumni Recruiting Tomorrow's Students) Team Coordinator with alumni participation in various aspects of identifying and recruiting qualified new students to enroll at Dominican University of California. The Chairperson of the Committee will work with the Admissions Directors to update the Board on the Admissions Office activities and progress.
c. Nominating Committee. The Nominating Committee shall be comprised of the Chairperson, the Dominican Order Representative, at least two (2) additional members of the Board of Directors, and one (1) member from the Association at large. The President of the University or her/his designee, and the Director of Alumni Relations, shall be ex officio members of the Nominating Committee. The Chairperson shall maintain a file of potential Directors.
(i) The Committee shall notify the membership at large that it is accepting suggestions for nominations to the Board and shall compile a list of selected nominees to be presented by the Chairperson for approval at the Board of Directors’ Winter meeting.
(ii) The Committee, in consultation with the Executive Committee, shall select a slate of officers proposed for the following year, for presentation by the Chairperson at the Annual Board Meeting.
(iii) The Committee, at the request of the Director of Alumni Relations, shall assist in identifying and recruiting class representatives.
d. Golf Tournament Committee. The Golf Tournament Committee will work in conjunction with the Director of Athletics, and the Director of the Annual Fund on all aspects of the Golf Tournament including: recruitment of players, securing tournament sponsors, raffle and silent auction donations, assisting with the planning of the tournament dinner, staffing the tournament, and other tasks as needed.
e. Career Services Liaison Committee. The Career Services Liaison Committee will be the conduit for providing connections among Dominican Career and Internship Services, students and alumni. The Committee also will partner with Career and Internship Services to disseminate career information and publicize career events/services of interest to alumni. The Committee will consist of a minimum of three (3) members and will coordinate its activities with the Director of Career and Internship Services.
Section 3. Other Committees. Other committees may be designated by a resolution adopted by a majority of the Directors present at any meeting at which a quorum is present. Except as otherwise provided in such resolution, Chairpersons of each such committee shall be appointed by the President of the Board of Directors. Any member thereof may be removed for cause by the person or persons authorized to appoint such member.
Section 4. Term of Office. Each member of a committee shall serve a term of two (2) years, continuing as such from the time of his or her appointment until the annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, resigns, or becomes unable to act. Terms of the members of the Nominating Committee shall be concurrent with those of the officers of the Board (2 years).
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Notice of Meetings. Notice of each committee meeting shall be given to each committee member at least ten (10) days prior to the meeting.
Section 8. Action Without Formal Meeting. Any action required or permitted to be taken by a committee may be taken without a formal meeting. Meetings may be conducted by telephone, mail, e-mail, or in any other way the Chairperson shall decide. However, a written record shall be made of all actions taken at any meeting conducted by the means outlined above and a report shall be given at the following Board meeting.
Article VI: Robert’s Rules of Order
Where not inconsistent with these Bylaws, the latest revised edition of Robert’s Rules of Order shall govern where appropriate.
Article VII: Amendments
These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, at any meeting of the Board of Directors, by a vote of a majority of the Directors then in office, if at least ten (10) days' written notice is given of the intention to take such action at such meeting.
Amended 7/1/03
