By-Laws

Article 1

• Section 1
  Voting Members: Graduates of the University of Massachusetts Dartmouth or any of its predecessor institutions and former students, not currently enrolled as undergraduates, who have completed at least 30 credit hours of academic work at the University or any of its predecessor institutions, shall be eligible for membership. Members who make annual dues payments in anamount set by the Board of Directors to the University of Massachusetts Dartmouth Alumni Association shall have the full benefits, rights, privileges and obligations set forth in the Constitution for voting members, including the right to vote and hold office.
• Section 2
  Non-voting Members:
  • Graduates of the University of Massachusetts Dartmouth or any of its predecessor institutions and former student, not currently enrolled as undergraduates, who have completed at least 30 credit hours of academic work at the University or any of its predecessor institutions, shall be eligible for membership. Members who do not make annual dues payments in an amount set by the Board of Directors are ineligible to vote or hold office, but shall have other right that may be established for non-voting members.
  • Any person, ineligible for membership as defined in Article I, Sec. 1 or Sec. 2(a), who has made an outstanding contribution to society, or in promoting the general well being of the university, by approval of the Board of Directors, may be accorded an Honorary Membership. Such individual may not vote or hold office.

Article 2

• Section 1
  A ballot for the election of Directors shall be mailed to voting members at least forty-five (45) days prior to the end of the fiscal year. The date limit for the return of the ballot shall be indicated on the ballot.
• Section 2
  The Nominating Committee shall be responsible for the tabulation of the ballots and shall report the election results to the Board of Directors at the June meeting. The President of the Alumni Association shall notify the candidates of the election results and shall advise all holdover members of the Board of Directors of these election results. Newly elected director shall begin their terms of July 1.
• Section 3
  A tie vote shall be resolved by a coin toss (flip of the coin) witnessed by no fewer then three (3) current Board members. Unsuccessful candidates shall automatically be considered for nomination for any Board of Directors vacancies that occur during the following fiscal year.

Article 3

• Section 1
  The Board of Directors shall elect from among its members, for a term of one (1) year, the officers of the Association. The officers, hereby known as the Executive Committee, who shall be the President, Vice President, Clerk, Treasurer and the immediate past president, providing he or she is a sitting board member. The officers may succeed themselves. Said election shall take place at the last meeting of the old fiscal year, with officers' terms commencing on July 1.
• Section 2
  The Board of Directors shall:
  1. Have general charge, management, responsibility, and control of the affairs and properties of the association.
  2. Authorize and control all expenditures of the Association, except those made for the routine operation of the Association as set forth in Article IV, Sec. 1(e).
  3. Have full power, in order to carry out the purposes of the Association as provided for by the Constitution and By-laws and according to law.
  4. Vote on all nominations to fill vacancies on the Board of Directors, as submitted by the President of the Association.
  5. Designate the times and places of the Board of Directors meetings.
  6. Direct the president to create one or more committees which it considers necessary.
  7. Have the authority to remove any officer or member of the Board of Directors from office for just cause by a two-thirds (2/3) vote of the full board.
  8. Have the obligation to attend all Board meetings. The absence from three (3) consecutive, regularly scheduled meetings shall be just cause for removal under Article III, Sec 2(g).
  9. Review the conditions of the Association's funding with the University annually.
  10. Be authorized by the Association to solicit contributions for the benefit of the Association and the University. Contributions shall be deposited, as directed by the Board of Directors, to be used for any purpose consistent with the promoting the welfare of the University.
  11. Have an annual evaluation of the Association's finances conducted in accordance with the provisions of the Massachusetts Division of Public Charities and the United States Internal Revenue Service.

Article 4

• Section 1
  The President shall have the opportunity to obligate:
  • Preside at all Association meetings and exercise all parliamentary powers as defined in Article VIII.
  • Call special meetings as set forth in Article VII, Sec. 1 (d).
  • Appoint the chairperson of each and all committees and all organizational representatives to outside groups, if need be; subject to Board approval.
  • Be a member ex-officio of all committees of the Association.
  • Obligate the Association for expenses, up to a limit of $500.00 per fiscal year, with respect to the routine operation of the Association. This limit may be extended by a majority vote of the Board of Directors.
  • Attend to or designate all Association correspondence and furnish the Clerk with copies of all Association correspondence.
  • In the event of any vacancies on the Board of Directors, appoint, subject to Board of Directors approval, a replacement to serve the balance of the vacant term. Nominations shall include unsuccessful candidates in compliance with Article II Sec. 3 of the By-laws.
  • Have the authority to co-sign checks drawn on the Association account in conjunction with the Treasurer, the Director and/or Associate Director of Alumni Relations.
  • Serve as or designate a representative to the University of Massachusetts Dartmouth Foundation Board of Directors and the University Annual Fund Advisory Council.
  • Report to the Board of Directors all the decisions made at the Executive Committee meetings.
• Section 2
  The Vice President shall:
  • In the absence of the President perform the duties of the President and shall have all the powers described in Article IV, Sec. 1, except that power conferred under paragraphs (e) and (h).
  • In the absence of the Clerk, perform the duties of the Clerk as described in Section 3.
  • Oversee all committee functions and activities.
• Section 3
  The Clerk shall:
  • Be responsible for the recording and distribution of the minutes of the proceedings of all Board of Directors meetings.
  • File all papers, correspondence, and documents for future reference.
  • Keep a record of the members of all committees.
• Section 4
  The Treasurer shall:
  • Assure the deposit of all monies belonging to the Association in the Association's bank account or as otherwise directed by the Board of Directors.
  • Oversee the payment of all bills approved and authorized by the Board of Directors and bills incurred by the President under Article IV, Sec. 1 (e).
  • Have the authority to co-sign all checks drawn on the Association account in conjunction with the President or the Director and/or Associate Director of Alumni Relations.
  • Keep a correct account of all monies received and disbursed, from whom received, to whom disbursed, and for what reason.
  • Present at each Board of Directors' meeting a full written statement of the receipts and disbursements of the Association since the last report and whenever requested by the Board of Directors, report the condition of the treasury.
  • Have the financial books and records available for the annual financial evaluation and for inspection as may be requested by a majority of the Board of Directors.

• Section 1
  The Director of Alumni Relations shall be a full-time coordinator of the affairs of the Association and shall implement the policies and programs established by the Board of Directors; shall be responsible for all alumni publications and communications, supervise the maintenance of all permanent records, rosters and papers of the Association, and perform all functions related thereto.
• Section 2
  The Director of Alumni Relations shall be an ex-officio member, without vote, of the Executive Committee of the Board of Directors, the Association, and all committees organized by any of these groups.
• Section 3
  The Director of Alumni Relations shall have the authority to co-sign all checks drawn on the Association account in conjunction with the President or the Treasurer, or other signatories as designated by the Board of Directors.
• Section 4
  The Director of Alumni Relations shall assume the duties of the Treasurer of the Association should a vacancy occur in that office, until the appointment/ election of a new Treasurer. Such appointment shall be made no later that the next regularly scheduled meeting.
• Section 5
  The Director of Alumni Relations shall have the Association's financial records evaluated annuallly by a Certified Public Account in accordance with the provisions of Article 3, Section 2, Paragraph 11.
• Section 6
  The Director of Alumni Relations shall keep and maintain a record of the names and addresses of all members of the Association.
• Section 7
  The Director shall perform the duties assigned in the job description, a copy of which is attached hereto as well as additional duties as requested by the Board.

Article 6

• Section 1
  The membership of any committee shall be in effect during the term of office of the President or until replaced.
• Section 2
  All committees shall be charged by and report to the Board of Directors.

Article 7

• Section 1
  
  • The Board of Directors shall meet at least four (4) times a year.
  • At all meetings of the Board, fourteen (14) members present shall constitute a quorum.
  • The order of business shall be as set forth on the agenda and in accordance with Article VIII.
  • Special meetings of the Association may be called at any time by the President, or as the President may be directed by a majority of the Board of Directors or by request, in writing, signed by at least twenty-five (25) voting members. A written notice for a special meeting shall be sent to each board member at least two (2) weeks prior to the date of the meeting. Only business stated in the notice for the special meeting shall be considered.

Article 8

• Robert's Rules of Order shall govern the conduct of meetings unless otherwise provided for the constitution or the By-laws.

Revised and adopted BOD August 22, 2007.