Walla Walla University Alumni Association Constitution and Bylaws

ARTICLE I: Name and Place of Business shall be: Walla Walla University Alumni Association. Its principal place of business shall be: Havstad Alumni Center, 20 SW 4th Street, College Place, Washington.

ARTICLE II: Purpose
The purpose of the Alumni Association is to encourage alumni to support Walla Walla University and its purposes and goals.

It provides alumni with opportunities for a continued relationship with the University community.

To fulfill this purpose, the Association has the following goals:

To inform and educate alumni about the University;
To preserve the heritage of the University;
To promote a sense of “family” with alumni as champions of the University;
To promote loyalty and commitment through involvement in Association-sponsored events;
To monitor and respond to alumni opinion;
To publish alumni news;
To encourage financial support of the University;
To aid in student recruitment and retention;
To involve currently enrolled students through the Alumni Student Connection (see Article X);
To build an active and influential volunteer base.

ARTICLE III: Membership
The following are classes of membership of the Alumni Association:

Regular Members – Anyone who has been a student, faculty member, administrator or a staff member at Walla Walla University, Walla Walla College, Portland Sanitarium and Hospital, or College Place Trade School shall be a regular member. He/she shall be entitled to all the privileges of the Alumni Association and have voting rights. Regular members are eligible to hold elected offices except for those currently on Walla Walla University payroll.

Honorary Members – All recipients of honorary degrees from Walla Walla University, and individuals who have rendered valuable service to Walla Walla University and have been elected to honorary membership in the Alumni Association by the Alumni Board shall be honorary members. They shall be entitled to all the privileges of the Association, except that of holding elective office.

Membership in the Alumni Association shall be for life.

ARTICLE IV: Powers

A. The powers of the Alumni Association shall be vested in the Alumni Board.

B. The Alumni Board shall have the power to conduct, manage, and control the affairs and business of the Alumni Association as it may deem best, but not inconsistent with the Constitution and Bylaws, the Articles of Incorporation, or the laws of the State of Washington.

C. The Alumni Association shall possess the following powers:

To act as trustee under any trust incidental to the principal objects of the Alumni Association and to receive, hold, administer, and expend funds and property subject to such trust and to the parameters stated in B above;
To receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and otherwise to acquire and hold all property real or personal, including shares of stocks, bonds, and securities of other corporations or individuals;
To convey, exchange, lease, mortgage, encumber, transfer upon trust or otherwise dispose of all property, real or personal;
To enter into contracts;
To borrow money, contract debts, and issue bonds, notes, and debentures, and secure the same;
To do all other acts necessary or expedient for the administration of the affairs and attainments of the purposes of the Alumni Association.

ARTICLE V: Administration
Section 1: The Alumni Association Board

A. Membership-The Alumni Board shall consist of 13 members as described below, each of whom shall have one vote:

Five elected officers, namely:
1. Board Chair
2. President
3. President Elect
4. Secretary
5. Treasurer
Six members elected from among the members of the Alumni Association
Two ex officio members from the Walla Walla University administration, namely:
1. WWU Vice President for University Advancement
2. WWU Director of Alumni Relations
3. Ex officio members shall serve during their term of administrative office at Walla Walla University.

B. Duties

To conduct, manage, and control the affairs, business, and property of the Alumni Association;
To encourage, establish, and control trusts;
To acquire property rights and privileges for the Alumni Association on terms and conditions consistent with the Articles of Incorporation;
To manage the day-to-day affairs of the Havstad Alumni Center ensuring its smooth operation in relationship to the goals of the Association and the University
To remove any officer or Board member for adjudicated criminal misconduct or egregious moral misconduct, or negligence in performance of Alumni Board duties. A two-thirds majority vote of the Board members voting shall be required to take this action.
To appoint a member of the Alumni Association to complete the unexpired term of an officer of Board member unable to complete his/her term of office (see Article V, Section 4, D).
To attend and participate in the annual Alumni Association business meeting;
To appoint committees as needed and as required by this constitution;
To cooperate with the establishment of chapters, units or other branches of the parent organization.

C. Meetings

The Board shall meet at the call of the Board Chair at such time and place as the Chair shall appoint, with a minimum of two meetings per year.
The first meeting of the Board shall be held within 120 days after July 1.
Written or oral notice shall be given to each Board member at least 10 days before any regular or special meeting.

Special meetings of the Board may be called at any time by the Board Chair.

A majority of the total board membership present at any regularly called meeting of the Board shall constitute a quorum to transact business.

Section 2: The Alumni Association Officers

A. Officers and Their Duties

1. Alumni Board Chair

It shall be the duty of the Board Chair:

a. To call and to preside over all regular and special meetings of the Alumni Board;
b. To call special meetings of the Board when necessary;
c. To serve as a member of the Executive Committee;
d. To assist the Alumni Association President in such duties as may be requested.

2. President

It shall be the duty of the President:a. To call and to preside over all meetings of the Alumni Association and the Executive Committee;b. To call and to preside over special meetings of the Alumni Association at the request of the Alumni Board or by written request of 75 regular members of the Association;c. To annually appoint a parliamentarian, with the consent of the Executive Committee, for all meetings of the Alumni Association;d. To preside at meetings of the Alumni Board in the absence of the Board Chair;e. To monitor and support the implementation of resolutions and actions of the Alumni Board;f. To conduct Alumni Association business and activities in harmony with the Constitution and Bylaws;g. To serve as a member of the Endowment Trust Fund Committee;

To work cooperatively with the Director of Alumni Relations in strategic planning for the Alumni Association and in organizing and coordinating homecoming, chapter meetings, and other alumni activities. The President shall make an annual report to the Alumni Association in business meeting.

3. President Elect
It shall be the duty of the President Elect:a. To become familiar with the duties of the Alumni Association President;b. To perform the duties and exercise the powers of the President in the absence of the President;c. To serve as a member of the Executive Committee and the Alumni Board;d. To assist the Alumni Association President in such duties as may be requested.

4. Secretary
It shall be the duty of the Secretary:a. To serve as a member of the Executive Committee and the Alumni Board;b. To be responsible for recording the minutes of meetings of the Alumni Board, the Executive Committee, and the Alumni Association;c. To ensure that there is a permanent record of all Alumni Board, Executive Committee, and Alumni Association minutes in the Alumni Association office. To assist the Alumni Association President as may be requested.

5. Treasurer
It shall be the duty of the Treasurer:
a. To serve as a member of the Executive Committee, the Alumni Board, and the Endowment Trust Fund Committee;

b. To have custody of and account for all Alumni Association funds, and to monitor all transactions to ensure they follow the approved internal audit procedures;

c. To prepare monthly financial reports for every Alumni Board meeting, the Executive Committee, and the Alumni Business meeting.

d. To prepare quarterly investment reports for the Endowment Trust Fund Committee;

e. To prepare required federal and state tax forms.

Section 3: Election of Alumni Association Officers and Board Members
Each year the Alumni Association shall elect from the list of nominees (see A, 3 below) a President Elect and two elected Board members. In addition, the Association shall elect a Secretary and a Treasurer in alternate years.

A. Nominations
1. Nominating Committee guidelines shall be reviewed annually by the Alumni Association Board.

2. The Executive Committee shall each year appoint a seven-member Nominating Committee and designate the chair. Other Nominating Committee members will be regular members of the Alumni Association, but no more than two may be Alumni Board members. In addition to the seven committee members, the Alumni Director shall also serve on the committee as a non-voting member. In making appointments, the Executive Committee shall give due consideration to balance in gender, graduation era, field of expertise, etc.

3. The Nominating Committee will normally choose two nominees for each elected office or board position.

4. The Nominating Committee’s final report shall be submitted to the Executive Committee and the Alumni Association Board.

B. Voting
Election of Alumni Association officers and Board members shall be through postal mail or electronic mail. To be counted, the votes must be confidential and identifiable and received by the election board no later than April 15.

C. Election Board
The Nominating Committee shall serve as the election board. The nominee who receives a plurality of the votes cast for an office shall be elected to such office. The Election Board shall count the ballots and certify the election results.

D. Tie Votes
When two nominees for any elected office or Board position receive the same number of votes the Alumni Board shall vote to break the tie.

Section 4: Terms of Office All newly elected officers and Board members shall enter upon their respective duties July 1.

The President Elect shall serve a three-year term. However, he/she will serve one year as President Elect, the next year as President, and the third year as Alumni Board Chair. The Secretary and Treasurer shall serve staggered two-year terms. All elected Board members shall serve three-year terms. The Board shall appoint a regular member of the Alumni Association to complete the unexpired term of an elected officer or Board member who is unable to complete his/her term of office (see Article V, Section 1, B, 4 and 5).

Section 5: The Executive Committee
A. Membership The Executive Committee shall consist of seven members as described below, each of whom shall have one vote except for the WWU Director of Alumni Relations who shall be non-voting.

1. Five elected Alumni Association officers, namely:

a.   Board Chair
b.   President
c.   President Elect
d.   Secretary
e.    Treasurer

2. Two Walla Walla University Employees, namely:

a. WWU Vice President for University Advancement
b. WWU Director of Alumni Relations

Duties
1. The Executive Committee shall have charge of the day-by-day operation of the Alumni Association and the Havstad Alumni Center. Its transactions shall be reported at the next meeting of the Alumni Board.

2. The Executive Committee shall have the power to appropriate funds, not to exceed $5000 annually, for routine current expenses including the routine maintenance of Havstad Alumni Center Guest Motel.

3. Other appropriations and contract obligations may be made only with the approval of the Alumni Board. The Executive Committee shall appoint any committees needed to conduct routine business.

Meetings
1. The Executive Committee shall meet at the call of the Alumni Association President at such time and place as the President shall appoint, with a minimum of six meetings annually.

2. Written or oral notice shall be given to each member of the Executive Committee at least 48 hours before any meeting.

3. Four members present at any regularly called meeting of the Executive Committee shall constitute a quorum to transact business.

ARTICLE VI: Director of Alumni Relations
A. The University Administration shall appoint a Director of Alumni Relations in counsel with the Alumni Board.

B. The Director of Alumni Relations is an employee of the University whose duties are outlined in a job description crafted by the University in counsel with the Alumni Board.

C. The Director of Alumni Relations acts as a liaison between the University and the Alumni Association Board and Executive Committee.

D. The Director of Alumni Relations serves as a member or observer of all committees appointed by the Alumni Association Board and Executive Committee. The Alumni Board will give an annual review to the VP for University Advancement of the job performance of the Director of Alumni Relations.

Article VII: Financial Matters
The Association Treasurer shall have custody of and account for all Alumni Association Funds.

Section I: Alumni Association General Funds
Alumni Association funds may be used for expenses pertaining to the operation of the Association such as the guest motel, capital improvements, asset depreciation, scholarships, and other miscellaneous items involved in the operation of the Association.

Members of the Executive Committee are authorized to sign contracts, checks, and legal obligations in accordance with the Board approved internal audit procedures.

The Alumni Association officers and Board members shall serve without salary or remuneration from the Alumni Association for their services with the exception of the secretary and treasurer. These two positions will be paid a stipend as determined annually by the Alumni Association Board.

Section 2: Helen Wineberg Kendall Alumni Association Endowment Trust Fund
The principal of the Endowment Trust Fund shall remain in perpetuity a separate and distinct fund owned and administered by the Alumni Association in compliance with the laws of the State of Washington regarding endowed funds. (See Appendix A)

The Endowment Trust Fund shall be invested by the Alumni Association entirely independently.

The Endowment Trust Fund shall be administered by an eight-member committee, which shall be appointed by the Alumni Board. The Board shall appoint six regular members of the Alumni Association to serve staggered three-year terms beginning July 1. The Alumni Association President and Treasurer shall be ex officio members of the committee. The committee will annually elect a chair from its membership and appoint a secretary. (See Appendix A, Section B)The Endowment Trust Fund investment guidelines shall be determined by the Alumni Board and reviewed annually. The committee shall manage, invest, and reinvest the Endowment Trust Fund, shall collect the income thereof, and shall dispose of the net income according to the terms and conditions pertaining to the fund as voted by the Alumni Board. The committee shall make an annual report to the Alumni Board. Approval by the Board shall constitute a complete discharge of the committee as to all matters set forth in the accounting.

Section 3: Alumni Association Scholarship Funds
The Association’s scholarship recipients shall be selected by the process used by Walla Walla University to select other scholarship recipients. An Alumni Association representative appointed by the Executive Committee shall work with the university personnel to ensure the Alumni Association’s named scholarships will be awarded according to the guidelines established by the donors.

A. The Alumni Association’s general scholarship will be awarded according to the guidelines established by the Alumni Board.

Section 4: University Funding
A. It is understood that Walla Walla University provides operating funds for expenses such as salaries and benefits for the university employees who work in concert with the Alumni Association and provides those employees with necessary office supplies and equipment. In addition, the University plans and funds selected alumni events including the annual events including the annual homecoming.

B. Walla Walla University provides funding for operation of Havstad Alumni Center as outlined in a separate and renewable agreement.

Section 5: Indemnity
Each director, officer, board, or committee member shall be indemnified and held harmless from claims asserted relating to the member’s activities. For this purpose, the following principles shall be followed:

This indemnification shall be interpreted broadly, consistent with state law as it applies for the benefit of non-profit board members.

This indemnification shall include costs and expenses incurred by the member in connection with any legal proceeding.
The intent of this indemnification is to minimize any financial risk to a member for participation on behalf of the Alumni Association.

This indemnification shall not apply to intentional misconduct, negligence, or the knowing violation of a law.

This indemnification shall not apply to the extent a member personally financially benefits unless such benefit has been approved by the entire Alumni Association Board after full disclosure.

ARTICLE VIII: Alumni Association Meetings
A. A business meeting shall be held annually during Alumni Weekend.

B.   The Alumni Association President will call and chair all regular and special meeting of the Alumni Association.

C.    Notice of regular and special meetings shall be mailed to each member at least 30 days prior to the meeting.

D.    Fifty members present at any regular or special meeting of the Alumni Association shall constitute a quorum to transact business.

The parliamentarian appointed by the Alumni Association President will serve at all meetings of the Alumni Association (see Article V, Section 2, A, 2, c).The agenda for all meetings of the Alumni Association will be available at Havstad Alumni Center or on the University website 21 days prior to the meeting.

ARTICLE IX: Chapters
A. The Board shall have power to establish, develop, and assist chapters or other subdivisions throughout the United States of America and in any foreign country or territory.

B. Regular members of the Alumni Association desiring to organize a chapter or other subdivision shall have power, with the approval of the Board, to elect officers and do such other things as may be necessary to promote the interest of such chapter of the Association.

C. A chapter or other subdivision, with the approval of the Board, may use the name “Walla Walla University Alumni Association” and add thereto such names as may properly designate the chapter or subdivision.

ARTICLE X: Alumni Student Connection
The purpose of the Alumni Student Connection is to help current students (alumni-in- residence) follow the natural progression to becoming active alumni who will continue the traditions of the past and enrich the commitment to the future.

All current students of Walla Walla University shall be members of the Alumni Student Connection.

The Alumni Student Connection shall provide ongoing opportunities for alumni and students to interact.

The Alumni Student Connection shall be financed in a significant amount through independent fund raising.

ARTICLE XI: Amendments
A. Amendments to the Alumni Association Constitution and Bylaws may be proposed by a resolution of the Alumni Association Board or by a petition signed by at least 75 regular members.

B. Voting on proposed amendments to the Constitution and Bylaws by members of the Alumni Association may, at the discretion of the Board, be either by mail-in ballots, or ballots cast at a business meeting of the Association with a quorum present (see Article VIII,D).

All amendments must be ratified by at least a two-thirds majority of the members voting.

ARTICLE XII: Rules of Procedure
All matters of procedure not covered by the Articles of Incorporation and these Bylaws shall be governed and controlled by the current edition of Robert’s Rules of Order.

Constitution per Alumni Association Business Meeting on April 29, 2007 & subject to vote.

APPENDIX A
REVISED CODE OF WASHINGTON
Chapter 24:44

The Uniform Management of Institutional Funds Act includes the following:

A. 24.44.030 Investment Authority

24.44.040 Delegation of Investment Management

24.44.050 Standard of Conduct

And the following:

24.44.060 Release of Restrictions on Use or Investments

1) A restriction on the use or investment of an institutional fund imposed by the applicable gift instrument may be released, entirely or in part, by the governing board with the written consent of the donor.

2) If consent of the donor cannot be obtained by reason of the death, disability or unavailability, or impossibility of identification of the donor, upon application of the governing board, a restriction on the use or investment of an institutional fund imposed by the applicable gift instrument may be released, entirely or in part, by order of the superior court after reasonable notice to the attorney general and an opportunity for him to be heard, and upon a finding that the restriction on the use or investment of the fund is obsolete, inappropriate or impracticable. A release under this subsection may not change an endowment fund to a fund which is not an endowment fund.

B. 24.44.050 Standard of Conduct

In the administration of the powers to appropriate appreciation, to make and retain investments, and to delegate investment management of institutional funds, members of a governing board shall exercise ordinary business care and prudence under the facts and circumstances prevailing at the time of the action or decision, and in so doing they shall consider long and short term needs of the institution in carrying out its educational, religious, charitable, or other eleemosynary purposes, its present and anticipated financial requirements, expected total return on its investments, price level trends, and general economic conditions.