The Bylaws of the Iowa State University Alumni Association

The Bylaws of the Alumni Association (amended by the Board of Directors on May 16, 2003) are the rules that ensure stability, continuity and structure of the ISU Alumni Association are available for alumni, students, and friends to view.

The Alumni Association was established in 1878 to become the lifetime partner in engaging all alumni, students, and friends with Iowa State University.

ARTICLE I
Members and Dues
Section 1 – Members.  All graduates, former students, current students, and friends of Iowa State University may become members of the Iowa State University Alumni Association (hereafter “Corporation” or “Alumni Association”) by paying the annual or life membership dues set by the Board of Directors.

Section 2 – Membership.  A membership consists of up to two people. An “individual membership” consists of one person. A “joint membership” consists of a maximum of two people whose records are joined in the Foundation/Alumni Association constituents’ system.

Section 3– Annual Membership Dues.  Annual membership dues shall be set by the Board of Directors. All individuals (or two individuals in one household whose records are joined in the Foundation/Alumni Association constituents’ system) who pay annual dues or whose dues have been paid for them as a gift are considered annual members.

Section 4 – Life Membership Dues.  Life membership dues shall be set by the Board of Directors. All individuals (or two individuals in one household whose records are joined in the Foundation/Alumni Association constituents’ system) who have paid life dues in full or whose dues have been paid for them as a gift are considered life members.

Section 5 – Life Installment Membership Dues.  Life installment membership dues payments shall be set by the Board of Directors. All individuals (or two individuals in one household whose records are joined in the Foundation/Alumni Association constituents’ system) who are paying life installment membership dues payments or whose dues are being paid for them as a gift are considered installment life members until their last full installment payment has been recorded by the Alumni Association. Upon completion of such payments, these individuals will become full life members of the Alumni Association.
 
Section 6 – Honorary and Complimentary Members.
A.  Honorary Life Members.  Any person, other than an alumnus or alumna, who has rendered distinguished service to Iowa State University may be elected by the Board of Directors as an “honorary” life member, and shall not be required to pay said dues.
B.  Complimentary Life Members.  Two classes of complimentary life members shall exist:  (i) any alumnus or alumna who received the Wallace E. Barron Award from 1968 through 2004; and (ii) any other alumnus or alumna who has rendered distinguished service to Iowa State University as selected by the Board of Directors.  No complimentary life member shall be required to pay said dues.

Section 7 – Evidence of Life and Annual Membership.  Receipts for dues or active member status in the member’s record in the Foundation/Alumni Association constituents’ system shall be evidence of life or annual membership in the Corporation and entitle such person to all rights and privileges of a member during such time period. The termination of such membership in the Corporation shall terminate all rights and privileges of the member. 

Section 8 – Non-transferability of Membership and the Non-refundability of Dues Payments.  Membership is not transferable to any other individual. All dues paid to the Alumni Association are not refundable.

ARTICLE II
Meetings of the Corporation
Section l – Annual Meeting.  This Corporation shall hold the annual meeting of its members in Ames, Iowa, each year at a date, time, and place to be selected by the Chair.

Section 2 – Special Meetings.  Special meetings of the Corporation may be called on the initiative of the Chair, and shall be called by the Chair upon a resolution of the Board of Directors or the written request of at least five percent (5%) of the voting power of the members of the Corporation.

Section 3 – Notices.  Notice of an annual or special meeting of the Corporation shall state the time and place thereof and be published in one issue of the official publication of the Corporation or mailed to the members of the Corporation by United States mail. Mailed notices shall be directed to each member at the address which appears on the records of the Corporation in the Foundation/Alumni Association constituents’ system.  Notice required to be given by law or pursuant to these Bylaws may be waived by any member, before or after any meeting.  The purpose of special meetings must be stated in the notice.  Notice must be published or mailed not less than thirty (30) days before an annual meeting nor less than ten (10) days before a special meeting, and not more than sixty (60) days before any meeting. 

Section 4 – Quorum.  The number of members of the Corporation, present or represented by written proxy, shall constitute a quorum at any annual or special meeting of the Corporation.  Unless two-thirds of the members are present, the only matters to be voted on by a majority of such quorum are those matters described in the meeting notice. 

Section 5 – Voting.  All members identified in sections (3), (4), (5) and (6)(B)(i) of Article I with active status in the member’s record in the Foundation/Alumni Association constituents’ system may vote.  Receipts for dues or active member status in the member’s record in the Foundation/Alumni Association constituents’ system shall be considered conclusive evidence of voting eligibility in any election until 5 p.m. on the announced cutoff date for receipt of ballots for a Board election or entitle such member to vote at any member meeting.  Members may vote by written proxy.

ARTICLE III
Board of Directors
Section 1 – Board of Directors.  All of the authority of the Corporation shall be exercised by the Board of Directors except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.  The Board shall consist of twenty (20) elected directors, three (3) designated directors and one (1) appointed director and its officers. 

Three designated positions exist by virtue of the position:
(1) ISU President (or a designee)
(2) SALC President (or a designee)
(3) Alumni Relations Council Chair (or designee)

One appointed position exists:
Non-alumnus -- representing non-alumni members of the ISUAA

The Alumni Relations Council (ARC) representative to the ISUAA Board of Directors is elected by the ARC, serves one (1) two-year term, and may be re-elected to one (1) additional two-year term. The term of office of four (4) elected directors shall expire each year. No elected or appointed directors shall serve more successive regular terms on the Board of Directors. All Directors mush be members in active status with the Corporation.

Section 2 – Selection of Directors.
A.  Elected Directors.
1. Nominations.  The Governance Committee shall select a slate of nominees to serve on the Board of Directors. The total number of nominees on the ballot shall be equal to the number of vacancies.
2. Ballot.  A ballot containing a slate of nominees selected by the Nominating Committee, with the appropriate space for write-in candidates, shall be provided in the official publication of the Corporation or by mail to each member. Such ballot shall constitute a proxy to the Chair to cast the vote or votes of the member submitting the ballot in the manner designated by the member on the ballot. Said ballot shall not be recognized as a vote or a proxy to vote unless received by the Corporation at its principal office, properly marked and signed, by 5:00 p.m. of the day designated as the deadline.
3.  Tellers.  The Chair shall appoint a Teller’s Committee consisting of not less than two (2) members of the Corporation. That committee shall verify the count of all votes for membership on the Board of Directors, whether such votes are submitted in person or by proxy. The Teller’s Committee shall report the results of the election as soon as possible after the close of voting for the Board of Directors.

B. Designated and Appointed Directors.  The designated directors of the Corporation are:  (1) the President of Iowa State University or his or her designee; and (2) the president of the Student Alumni Leadership Council.  The appointed directors of the Corporation are:  (1) a college constituent representative who is appointed by the college representatives; and (2) non-alumnus or alumna who shall be recommended by the Governance Committee and appointed by the Board of Directors.

Section 3 – Annual Meeting.  The Board of Directors shall hold one of its meetings in conjunction with the annual meeting of the Corporation at such time and place as may be designated by the Chair.

Section 4 – Meetings of the Board of Directors.  The Board of Directors shall hold at least two (2) regular meetings annually at a time and place to be designated by the Chair. Special meetings may be called on the initiative of the Chair, and shall be called by the Chair upon receipt of a written request signed by at least five (5) of the directors. There shall be no less than three (3) days’ notice for meetings, and the notice may be given by United States mail, e-mail, telephone, or personal delivery.

Section 5 – Voting Eligibility.  The elected directors, appointed directors and officers consisting of the Chair-elect, the Vice Chair of Finance, the Vice Chair of Records, the Immediate Past Chair and Treasurer of the Board of Directors are eligible to vote.  The Chair of the Board of Directors votes only in the event of a tie vote.

Section 6 – Quorum.  A majority plus one of eligible voting directors shall constitute a quorum for the transaction of business at any annual, regular, or special meeting of the Board of Directors, and a vote by majority of such quorum of eligible voters shall, unless otherwise provided by law, the Articles of Incorporation or the Bylaws of the Corporation, authorize action by the Board of Directors.

Section 7 – Vacancies.  Vacancies in the Board of Directors shall be filled by alternates chosen by the Governance Committee and approved by the remaining members of the Board of Directors. Such person shall serve the uncompleted term of the vacating director. If less than three (3) years, fulfilling this uncompleted term shall not be counted as a term in determining eligibility for nomination as an elected director.

Section 8 – Removal or Resignation of Directors.  Any director, by notice in writing to the Board of Directors, may resign.  Directors may be removed as follows:

a. An elected director may be removed without cause by the members only if the number of votes cast to remove such director would be sufficient to elect the director at a meeting to elect directors.

b. A director designated or appointed by the Board may be removed without cause by the Board by giving written notice of the removal to the director and the President of the Corporation. 

c. A director may be removed upon majority vote of the directors then in office for missing four or more periodic meetings in any two-year period or two consecutive meetings in one year.  This constitutes grounds for removal.

d. Upon request by the director subject to the removal action, a hearing shall be held at said meeting prior to the voting of the directors.

Section 9 – Committees.  The board may establish such other committees as it deems necessary. Any committee may consist, in part, of Board Associates, who are not directors, to assist the Board of Directors. The Board Associates shall be ISU Alumni Association members appointed by the Committee Chair and shall serve a three(3) year term and may serve no more than two (2) successive terms. Terms will be served based upon the academic calendar year, July through June annually. No committee shall have more Board Associates than Directors. Board Associates shall have the same voting privileges as Directors within their respective committees. Board Associates shall be subject to removal or resignation according to Article III, Section 8.

Section 10 – Majority Vote.  Any action requiring approval of the Board of Directors shall be by simple majority vote except otherwise provided by law, the Articles of Incorporation, or these Bylaws.

ARTICLE IV
Officers
Section l – Number.  The officers of the Corporation shall consist of the Chair, Chair-elect, Vice Chair of Records, Vice Chair of Finance, the President of the Corporation, the chief financial officer of Iowa State University who is designated as the Treasurer, the Immediate Past Chair, and such other officers as the Board of Directors shall from time to time designate. One person may be chosen to hold two offices. An officer need not be an elected director.
 
Section 2 – Election.  The officers of the Corporation shall be elected by a vote of the Board of Directors present at a meeting where a quorum of directors exists.

Section 3 – Terms of Office.  Officers shall hold office for a term commencing upon election and continuing for a period of one (1) year, and until their successors are elected and qualified. The Board may choose to re-elect an officer or officers to the current position(s) for an additional one-year term, not to exceed two consecutive years. The Chair shall be succeeded by the Chair-elect.

Section 4 – Vacancies.  Vacancies among the officers shall be filled by a vote of the Board of Directors present at a meeting at which a quorum of directors exists. Persons so elected shall serve the uncompleted term of the vacating officer.

Section 5 – Removal or Resignation of Officers.  Any officer, by notice in writing to the Board of Directors, may resign. Any officer may be removed from office for good cause upon the affirmative vote of a majority of the directors present at a meeting where a quorum of eligible voters exists. Upon request by the officer subject to the removal action, a hearing shall be held at said meeting prior to the voting of the directors.

Section 6 – Duties of the Chair.  The Chair shall preside at all meetings of the members and of the Board of Directors, shall have general charge of and control over the affairs of the Corporation, subject to the direction and control of the Board of Directors, and shall perform such other duties as prescribed by the Board of Directors or these Bylaws.

Section 7 – Duties of the Chair-elect.  The Chair-elect shall perform and discharge the duties of the Chair in the case of the absence, death, or disability of the Chair; shall act as Chair-elect of the Corporation; and shall perform such other duties as prescribed by the Chair, the Board of Directors, or these Bylaws. In case both the Chair and Chair-elect are absent, or unable to perform their duties, the Board of Directors may appoint a chair pro tempore.

Section 8 – Duties of the Vice Chair of Records.  The Vice Chair of Records shall have made and preserve a record of all proceedings of the meetings of the members of the Corporation and of the Board of Directors and shall perform such other duties as prescribed by the Chair, the Board of Directors, or these Bylaws.

Section 9 – Duties of the Vice Chair of Finance.  The Vice Chair of Finance shall, in consultation with the Treasurer and under the direction of the Board of Directors, and subject to such regulations as the Board shall prescribe, have charge of the ordinary and endowment funds and finances of the Corporation; shall ensure appropriate level of D&O insurance; shall report to the Board of Directors on a regular basis on the nature and extent of all investments of the Corporation; and shall perform such other duties as prescribed by the Chair, the Board of Directors, or these Bylaws.

Section 10 – Duties of the President.  The President shall, subject to the supervision of the Board of Directors and the Chair in consultation with the president of Iowa State University, have overall charge of the day-to-day affairs of the Corporation; shall be responsible for maintaining and supervising the staff of the Corporation and for the planning and coordinating of the various programs of the Corporation; shall be responsible for the procurement of, management of, and accounting for the funds of the Corporation (except to the extent such duties are specifically assigned hereinafter to the Treasurer); shall collect, preserve, and disburse the dues and other funds of the Corporation; shall be responsible for supervision of the various publications of the Corporation; shall be responsible for maintaining and preserving the records of the Corporation; and shall be responsible for such other duties as prescribed by the Chair, the Board of Directors, or these Bylaws.

Section 11 – Duties of the Treasurer.  The Treasurer shall consult with the Vice Chair of Finance regarding the funds and finances of the Corporation; shall work with the Board of Directors to ensure that all financial decisions made by the Board of Directors are not in conflict with any policies or contracts held by Iowa State University; and shall be responsible for such other duties as prescribed by the Chair, the Board of Directors or these Bylaws.

Section 12 – Duties of the Immediate Past Chair.  The immediate past chair shall consult with the other officers; shall serve on the committee that prepares the slate of officers; and shall be responsible for such other duties as prescribed by the Chair, the Board of Directors or these Bylaws.

ARTICLE V
Investment Funds
Section 1 - Investment Funds.  The Corporation has investment funds set forth in a document entitled:  “Investment Funds of the Iowa State University Alumni Association.”  These funds are reviewed quarterly by the Corporation’s Finance Committee.  All actions for changes are voted on by the Association’s Executive Committee and/or full board.

Section 2 - Other Contributions.  Any contributions to the Corporation shall be used in the manner designated by the donor.  Unless prohibited by the donor, the Board of Directors may authorize expenditures from such funds to pay current expenses of the Corporation or be used in furtherance of its objectives and purposes. 

Section 3 - Investment Policy.  Investment of any contribution, dues, or monies that the Corporation receives shall be pursuant to the investment policy of the Corporation. 

ARTICLE VI
Indemnification and Reimbursement
Section 1 - Indemnification. Indemnification procedures are in Article V of the Articles of Incorporation.

Section 2 - Reimbursement. Directors shall receive no compensation for their services, nor shall any Director be reimbursed for any expenses incurred in attending regular or special meetings of the Board.  Reimbursement for other meetings and duties will be as covered in the Board of Directors’ Expense Reimbursement Policy.

ARTICLE VII
Amendments
These Bylaws can only be amended by approval of the Board of Directors and, two-thirds of the members of the votes cast or a majority of the members’ voting power, whichever is less.

ARTICLE VIII
Miscellaneous Provisions
Section l – Fiscal Year.  The fiscal year of the Corporation shall be from the first day of July each year to the thirtieth day of June of the next calendar year.

Section 2 – Official Publication.  The official publication for the Corporation shall be VISIONS magazine.

Section 3 – Parliamentary Procedure.  Matters of procedure in parliamentary practice, not covered in the Articles of Incorporation or these Bylaws, shall be governed by the latest edition of Robert’s Rules of Order.

Section 4 – Policies and Procedures.  The Corporation has policies and procedures that are set forth in minutes and other corporate records. These policies and procedures shall be maintained by the Vice Chair of Records in a document entitled “Policies and Procedures of the Iowa State University Alumni Association.”

Section 5 – Closed Session. Any meeting, or portion of a meeting, of the Board of Directors held in closed session shall be open to all elected directors, any other directors who are not Iowa State University or Corporation staff, and any guests of the Chair.

Adopted by the ISU Alumni Association Board of Directors
on June 7, 1969. Amended by the ISU Alumni Association
Board of Directors on May 12, 2006, February 16, 2007, and May 9, 2008.