Alumni Association Constitution - Alumni

ARTICLE I: ASSOCIATION NAME AND DEFINITIONS

Section 1: Name

The name of the organization is The Alumni Association of Santa Clara University.

Section 2: Definitions

As used in this Constitution, the following definitions of terms shall apply unless otherwise specifically noted:

The “University” shall refer to Santa Clara University.
The “Association” shall refer to the official Alumni Association of Santa Clara University, sanctioned by the University and representing all alumni.
“Alumni” shall refer to both alumni and alumnae.
“Board of Directors” or “Board” shall refer to the elective advisory group of this Association.
All official titles (i.e., President, President-Elect, etc.) shall refer to said officers of this Board.
“Executive Committee” shall consist of the President, President-Elect, two Vice Presidents, and any Board member who has been invited to participate as described in Article VII, Section 1.
“Staff” shall refer to the Alumni Relations employees of the University who work for the Assistant Vice President of Alumni Relations to fulfill the mission and goals of the Association and the University.

ARTICLE II: ASSOCIATION MISSION

The mission of the Alumni Association is to serve and engage the Santa Clara Family by fostering active lifelong relationships between the University and its alumni.

Section 1: Authority of the Association

The Association will operate under the authority of Santa Clara University through the Alumni Relations office.

Section 2: Incorporation and Tax Status

As of the effective date of this Constitution, neither the Association nor any of its constituent organizations may be granted separate incorporation status or separate tax-exempt status from the University.

ARTICLE III: ASSOCIATION COMPOSITION AND MEMBERSHIP

Section 1: Composition

The Association shall be composed of the undergraduate alumni and alumni of the graduate schools of the University.

Section 2: Membership

The Association shall consist of active and honorary members.

Active Membership

The active membership shall consist of former undergraduate and graduate students of Santa Clara University as further defined below.

The undergraduate alumni membership shall consist of those who have attended and successfully completed at least one academic year in an undergraduate college or school of the University.
The graduate alumni membership shall consist of those who have been awarded a graduate college degree from the University in any of the graduate programs offered by the University.
Honorary Membership

Honorary membership shall consist of the following:

Those who have received an honorary degree from the University.
Those friends and benefactors of the University whose services the Association may desire to recognize and who shall be recommended by the Executive Committee and approved by the Board of Directors of the Association.

ARTICLE IV: ASSOCIATION BOARD OF DIRECTORS

Section 1: Powers and Duties

The Board of Directors shall have such powers and duties as are set forth in this Constitution, including but not limited to the following:

Serve as the collective voice of the alumni.
Advise and support the Staff in achieving the mission of the Association and the University.
Advise and support Staff in the creation or termination of alumni chapters or groups as set forth in Section 3 below.
In coordination with Staff, consult with alumni, administrators, students and faculty in order to accomplish the mission of the Alumni Association and the University.
Fill, as provided herein, all positions of Board members or officers that become vacant for any reason.
Select the Board of Directors Student Service Award recipients each academic year (as long as funds are available).
Have the authority to amend this Constitution as described in Article XI, Section 2.
Attend to all business of the Association not otherwise provided for in this document.

Section 2: Membership

The Board of Directors will consist of the officers of the Association and an elective membership as described below.

The number of the elective membership during any business year of the Association shall consist of not less than twenty-seven persons, nor more than thirty-six members. The elective membership of the Board shall be elected by secret or open (voice or hand) individual ballots by the current membership of the Board after nominees have been presented by the nominating committee as described in Article VI, Section 2. Past presidents of the Alumni Association shall have permanent Board membership with voting rights and shall not be counted toward the elective membership specified herein.
If any Board vacancy causes the number of members to fall below the minimum number of twenty-seven, a replacement shall be promptly chosen as described in Article IV, Section 2, A. If the vacancy does not cause the number of Board members to fall below the minimum, the Board may wait until the annual election to fill the position.
Past Presidents of the Alumni Association shall have permanent Board membership with voting rights. The Assistant Vice President of Alumni Relations and such other persons as may be designated by resolution of the Board shall be ex-officio members of the board. Ex-officio members shall be non-voting members of the Board.

Section 3: Chapters and Groups

The Board shall advise and support the Staff regarding the creation or termination of chapters or groups.

Chapters or groups may be formed on the basis of geographical location, academic specialty, ethnicity, or profession.
The purpose and goals of all chapters or groups must reflect the basic values and goals of the University and this Association.
The Board shall advise and support Staff in developing procedures that govern the application for, recognition of, and termination of alumni chapters and groups.

ARTICLE V: ASSOCIATION OFFICERS

Section 1: Officers

The officers of the Board of Directors of the Alumni Association shall be the President, President-Elect, and two Vice Presidents.

Section 2: President

Preside at all meetings of the Association, the Board of Directors, and the Executive Committee.
Represent the Association at public gatherings and perform such other duties as required by this office.
Be a member of all Board committees.
Meet with the President of the University at least once annually.
Serve on the Alumni Awards Committee which recommends candidates to the University President for the Ignatian, Locatelli, and Bannan awards each academic year.
Serve as an ex-officio member of the Board of Regents.

Section 3: President-Elect

Preside in the absence of the President.
Perform all duties appropriate to this office and such other specific duties as are assigned by the President.
Be a member of all Board committees.
Attend the annual meeting of the University President and the President of the Board of Directors of the Alumni Association, as appropriate
Succeed to the presidency after his or her term has expired.
Oversee the Nomination committee.

Section 4: Vice Presidents

Serve in an At-Large capacity
Perform specific duties as are assigned by the President.
Be members of all Board committees.
Preside in the absence of the President and President-Elect.

ARTICLE VI: ASSOCIATION NOMINATIONS AND ELECTIONS TO BOARD OF DIRECTORS

Section 1: Nominating Committee for Vice Presidents

A nominating committee composed of the President and the President-Elect shall annually nominate a current member of the Board of Directors as a candidate for each of the two positions of Vice President. In making its selection, the committee shall select nominees who will be able to give the time and make the required commitment to effectively perform as an officer. The nominees shall be expressly advised by committee members that they are nominees and are not guaranteed election by nomination. The nominating committee shall make its report to the Board of Directors. The Board shall vote on the nomination by secret or open (voice or hand) individual ballots.
If the persons elected as Vice Presidents have not completed the entirety of their term defined in Article VIII, Section 1, E, those positions on the Board shall be suspended during their tenure as Vice President, allowing them to complete their existing elective Board Member term at the conclusion of their term as Vice President.

Section 2: Nominating Committee for the Board

The President shall annually appoint a nominating committee to nominate candidates for the three-year terms on the Board. The chairperson of said committee shall be a member of the Board, the President-Elect of the Association shall oversee the committee, and the committee shall consist of not less than three or more than five other members of the Board. Insofar as is possible, a Board member from each of the three-year terms shall be represented on the committee. In making its nomination recommendations, the committee shall consider any names recommended to it by individual members of the Board in addition to other names nominated by University officials, Alumni Relations Staff, members of the Alumni Association, and past members of the Board of Directors. Current Board members may nominate themselves to the Nominating Committee to be considered for an additional three-year term.
In selecting nominees for election to the Board, the committee shall give due consideration to the demographic profile of the alumni of Santa Clara University.
In addition to all of the above requirements, the committee shall select nominees who will be able to give the time and make the required commitment to effectively perform as Board members. Candidates shall be expressly advised by committee members that they are nominees and are not guaranteed election by nomination.
No later than the last meeting of each year, the Nominating Committee shall submit its list of candidates to the Board for election.

Section 3: Elections

Each nominee shall be considered individually by the Board. Each nominee shall be voted on by secret or open (voice or hand) individual ballots. Election shall occur if a nominee receives a simple majority of votes cast. A slate may be recommended by the Nomination Committee but shall not be binding upon the Board.

ARTICLE VII: ASSOCIATION BOARD COMMITTEES

Section 1: Executive Committee:

It shall be the duty of the Executive Committee to act on behalf of the Association between meetings of the Board of Directors and to carry out such duties and responsibilities as are set forth in this document and/or as may be assigned by the President.

The Executive Committee shall consist of the President, President-Elect, and two Vice Presidents.
The President may invite additional members of the Board to participate in Executive Committee meetings as necessary. Participation by additional members may be for a limited time or for the duration of the term; while serving in this capacity the invited members shall have Executive Committee voting rights.
The Assistant Vice President of Alumni Relations shall serve as an ex-officio member of the Executive Committee.
At any meeting of the Executive Committee, three members constitute a quorum.

Members of the Executive Committee shall be standing members of all Board committees with full voting rights

Section 2: Nominating Committee: See Article VI, Section 2.

Section 3: Other Committees:

Additional committees may be established from time to time by the Board, Executive Committee, or President in order to achieve the objectives of the Association.

In all cases, Board committees will be chaired by a member of the Board.
Except as otherwise provided herein or in the resolution establishing the committee, the term of each committee member will be one year. There is no limit on the number of terms, consecutive or otherwise, that a committee member may serve while a current member of the Board.
Each committee shall report its activities to the Board at least once per year.

ARTICLE VIII: ASSOCIATION TERMS OF OFFICE

Section 1: Board of Directors, Executive Committee, Officers

The term of President shall be two years.
The term of President-Elect shall be two years.
The term of each Vice-President shall be one year.
The term of office of the invited members of the Executive Committee shall be as specified in Article VII, Section I, B.
The term of office for the elective members of the Board of Directors shall be three years. Elective members of the Board of Directors may seek additional three-year terms as described in Article VI, Section 2, A.

Section 2: Inability to Serve or Vacancy

If, because of resignation, incapacity, removal from office, or for other reason, an officer is no longer able to continue in that capacity, the vacant position will be filled by the officer who is in line to succeed to that position. If this process results in a vacant officer position, an election will be held forthwith at which the Board will fill the position pursuant to the provisions of this constitution. The term of the replacement officer is limited to the remaining term balance of the vacated seat. The term as an Officer will run concurrently with, and not affect, his/her Board term.

Section 3: Extending the Presidential Term

The term of the President of the Board of Directors may be extended for one additional term if recommended by the Executive Committee of the Board, and approved by a simple majority vote of the Board of Directors.

Section 4: Removal of Board Member and/or Officer

A Board member and/or officer may be removed from his/her office during a term for good and proper reason. Examples of grounds for removal include but are not limited to the following:

Gross negligence or dishonesty in the carrying out of the member’s responsibilities to the Association and/or Santa Clara University.
Severe infraction of Santa Clara University rules of conduct. For the most current information on the University student conduct code and all policies and procedures regarding the student judicial system, please refer to the University's Office of Student Life.
Actions during a meeting or preceding that serve to disrupt, make a mockery of, or otherwise cast disparagement on the role of the Board and its members.
Failure to regularly attend either by phone or in person Board meetings.
Disclosure of confidential or proprietary information obtained as a result of Board service to anyone outside the Board.

A petition for removal, setting out the reasons for the petition, signed by at least five members of the Board, shall be filed with the President in order to start the removal process. The President shall forthwith send a copy of the petition to the subject member by any method with a notification of receipt to the last address on file for him/her in the Alumni Association. If the subject of the petition does not contest the petition by submitting a written response to the President within ten days of receipt of said petition, the President shall consider that member's position vacant and shall fill the vacancy pursuant to the provisions in this Constitution.

If said petition is contested, the President shall schedule an Executive Board hearing. A majority vote of those members of the Executive Board then present at the meeting shall determine the disposition of the petition. If the petition is sustained, the vacancy shall be filled as provided for in this Constitution. If the officer being petitioned for removal is the President, the President-Elect shall serve in the role of President.

ARTICLE IX: ASSOCIATION OFFICIAL YEAR

The official year of the Association, which shall govern the terms of office and operational affairs of the Association shall be aligned with each academic year of Santa Clara University from July 1 to June 30 of the following year.

ARTICLE X: ASSOCIATION MEETINGS

Section 1: Number of Meetings

A minimum of three meetings will be held annually. Other meetings may be held at the call of the President or by request of five (5) members of the Board of Directors. At least ten (10) days’ notice of any meeting shall be given by any written communication means available including email to the entire Board of Directors.

Section 2: Agenda Items

Items for the agenda for all meetings of the Board of Directors must be submitted to and approved by the President.

Section 3: Establishing Quorum

At any meeting of the Board of Directors regularly and properly called, two-thirds of the Board, or a minimum of eighteen (18) members, constitute a quorum.

Section 4: Procedures

Robert’s Rules of Order shall serve as a general guideline for conducting Association business, when not in conflict with this constitution.

ARTICLE XI: AMENDMENTS TO THE CONSTITUTION

Section 1: Effective Date

The Constitution, as amended, shall be effective upon adoption by the membership of the Board of Directors of the Association and upon written ratification by the President of Santa Clara University.

Section 2: Amendments

This Constitution may be amended by a two-thirds vote of the members of the Board present at any meeting of the Board at which a quorum is present, provided the proposed amendments of the Constitution shall have been sent in writing by any available communication method to all members of the Board of Directors of the Association. Said notice shall be sent at least thirty days prior to the meeting at which the amendments are to be considered. Notice of less than thirty days will be permitted with the consent of two-thirds of the total elective membership of the Board.

Section 3: Dates of Amendments

October 10, 1995

April 23, 2015

May 16, 2019