ARTICLE I - NAME
The name of the Corporation shall be the SUNY College at Oneonta Alumni Association, Inc.
The Corporation is formed as an incorporated association (referred to herein as the “Association”,) of the graduates of the State University of New York College at Oneonta; State University College at Oneonta, New York; Oneonta State Teacher’s College; and the Oneonta Normal School, or any of their predecessors. It is subject to the supervision of the State University of New York, as consistent with the bylaws and mission of the Corporation.
ARTICLE II — MISSION, VISION, VALUES
Mission
The mission of the Association is to connect, engage, support and celebrate alumni, students, faculty, staff, and friends.
Vision
We build lifelong relationships and cultivate pride with alumni, students, faculty, staff, and friends that support the success of our college.
Values
The values of the Association include:
- Engaging alumni and students
- Celebrating the best of Oneonta
- Building lifelong relationships
- Delivering quality programs and services to alumni
- Promoting pride for Oneonta
- Informing alumni
ARTICLE III – FISCAL YEAR
The fiscal year for the Association shall be from July 1 — June 30.
ARTICLE IV - MEMBERSHIP
All graduates of the State University of New York College at Oneonta or its predecessor institutions shall be members. Graduates include those who have been awarded a diploma, baccalaureate, or master’s degree.
ARTICLE V - GOVERNANCE
The Board of Directors of the Association shall be the governing body and shall carry out its mission and policies. To the extent feasible, the Board shall be representative of the degree programs of the College and also reflect the geographic, class year, and career diversity of its alumni.
The Board of Directors may:
- Establish policy and programs necessary to carry out the mission of the Association.
- Approve an annual operating budget for the Association.
- Consulted on the appointment of a Director of Alumni Affairs, in such manner as established by the President of the College.
Section 2: Board of Directors
The Board of Directors may consist of no less than fifteen (15) members, but no more than 30 (thirty) members. This includes the officers of the Association (5), and up to twenty-five (25) at-large members. In addition, the Board of Directors may include three (3) ex-officio members, two (2) student directors, and up to three (3) Honorary Directors.
Section 3: Officers
The Officers of the Association may be a President, a Vice-President, a President-Elect (one year, alternates with Past President), Past President (one year, alternates with President-Elect), Treasurer and a Secretary, all of whom may be elected by and from among the Members.
President: The President may perform and carry out decisions of the Board, preside at all meetings of the Board; be an ex-officio member of all committees; appoint the Executive Committee, and all other committees and committee chairs of the Association, and, acting in accordance with requirements of the Association’s Bylaws, may exercise the other normal tasks of such office.
President-Elect: The President-Elect may perform such other duties as directed by the President, and the Board.
Past President: The Past-President may perform such other duties as directed by the President, and the Board.
Vice-President: may perform the duties of the President in the event of the inability to serve of the President; preside at meetings in the President’s absence; and, perform other duties at the request of the President, and the Board.
Treasurer: The Treasurer of the Association may be the Chair of the Finance Committee and may be responsible for the oversight of all fiscal affairs of the Association.
Secretary: The Secretary may keep a record of the proceedings of all meetings of the Board of Directors and of all other matters of which a record may be deemed advisable by the Board. The Secretary may keep a roll of the members and may issue notices of all meetings of the Board. The Secretary may report to the Board at each general meeting and at any other time as required. The Secretary is also the Co-Chair of the Committee on Board Leadership.
Officers may serve no more than two consecutive three-year terms in the same office. The term in office may supersede the term limit of six years.
Section 4: At-Large Board Members
The Board of Directors may consist of no more than 25 (twenty-five) At-Large Members.
Unless otherwise specified at the time of election, each elected At-Large Member may serve a three-year term of office, beginning at the end of the general meeting at which s/he is elected.
The terms of office of elected At-Large Members may be staggered so that approximately one-third expire each year. An elected At-Large Member may serve no more than two three-year terms.
Nominations for election of At-Large Board Members will be brought forth by the Committee on Board Leadership, chaired by the Secretary of the Association and an At-Large Board Member or Officer appointed by the President. Election to the Board of Directors for At-Large members requires a majority vote of the Board in January or June. Elections may be conducted by telephone; facsimile; mail; or at the January or June meetings.
Any member of the Board may resign at any time by giving written notice of such to the Board and such resignation may be effective immediately upon receipt.
Section 5: Executive Officer
The Director of Alumni Affairs may serve as Executive Officer of the Board. The Executive Officer is the chief administrative officer of the Association and is responsible to the Board. The Executive Officer may carry out the policies and programs of the Board, may safeguard the assets of the Association, may manage the Association's finances and funds under the direction of the Treasurer, may supervise the banking, credit, legal and insurance affairs of the Association, may oversee the day-to-day operations and activities of the Association, and may perform all other duties assigned by the President or Board.
Section 6: Ex-Officio Members
The President of the College (or the President’s designee), the Vice President of College Advancement, and the Director of Alumni Affairs (or the equivalent of such offices should the title change) serve as ex-officio members.
Section 7: Student Directors
A maximum of two (2) undergraduate Student Directors may be elected as voting members for a term of one year after which a student may be eligible for re-election. The students may be recommended to the Committee on Board Leadership by the Coordinator of Young Alumni and Student Programs, Director of Alumni Affairs, President of the Student Association and the Vice President for Student Development.
Nominations for election of Student Members will be brought forth by the Committee on Board Leadership, chaired by the Secretary of the Association and an At-Large Board Member or Officer appointed by the President. Election to the Board of Directors for Student Directors requires a majority vote of the Board during the April meeting, if possible, and the one year term for students may begin in June. Elections may be conducted by telephone; facsimile; mail; or at the April meeting.
Section 8: Honorary Members
Honorary Board Members may be current or retired faculty and staff members at SUNY Oneonta, who are not graduates of the College. A maximum of three (3) Honorary Directors will hold no voting privileges, but are encouraged to (1) Serve on any standing committee of the Board; (2) Attend any standing committee meeting whether or not a member of that committee; (3) Attend at least two (2) meetings of the Board of Directors a year.
Nominations for election Honorary Members will be brought forth by the Committee on Board Leadership, chaired by the Secretary of the Association and an At-Large Board Member or Officer appointed by the President. Election to the Board of Directors for Honorary Members requires a majority vote of the Board during the April meeting, if possible, and the one year term for students may begin in June. Elections may be conducted by telephone; facsimile; mail; or at the January or June meetings.
ARTICLE VI – MEETINGS
Section 1: Regular Meetings
Regular meetings of the Board of Directors may be held four (4) times per year — in the summer, fall, winter and spring. Notice of each meeting may be given at least three (2) weeks prior to the date of the meeting. The Executive Committee has the authority to meet as a group in lieu of one of these four meetings.
Section 2: Special Meetings
Special meetings of the Board may be called at any time by the President or a majority of Directors.
Section 2: Annual Meeting
The Annual Meeting of the Association may be held in Oneonta during Reunion Weekend. It may be open to all alumni and advertised in advance through Reflections magazine.
Section 3: Absence of Directors
Any Board Member or Officer, who may miss two (2) consecutive board meetings without an excuse acceptable to the Board, may be considered no longer a member of the Board. The Board may cause such Member to be notified, and the Board may appoint a replacement to serve the unexpired term until the next election is held. Any one of the elected board members may be removed by the affirmative vote of two-thirds of the board members at a duly constituted meeting.
Section 4: Quorum
At all meetings of the Board a minimum of fifty percent (50%) of all Members may be necessary and sufficient to constitute a quorum for the transaction of business, and the action of a majority of voting Members present at any meeting at which there is a quorum may be the act of the Board, except as may be otherwise specifically required by statute or these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice until a quorum is present.
All matters may be decided by a majority vote of those Members eligible to vote present, except as otherwise provided by statute or these Bylaws. Each voting Member may be entitled to one vote on each question presented.
ARTICLE VII — COMMITTEES
Association Board Members may be appointed by the President to serve on one or more committees of the Association. They include, but are not limited to, the following committees:
Executive Committee: Establishes the agendas for Board meetings and retreats; makes decisions for the Board if a situation arises where it is not practical to pull the entire board together. This Committee includes all Officers and no more than 2 At-Large Members. Chair: President.
Committee on Board Leadership: Identifies, interviews, and recommends prospective new board members to the Board of Directors; clarifies expectations for all board members; periodically assesses board member performance, recommends a slate of officers to the Board of Directors, and coordinates orientation of new board members. Co-chairs: Secretary and appointed by President.
Finance Committee: Provides direction for the entire Board for fiscal responsibility; regularly review the organization's revenues and expenditures, balance sheets, and investments; and approve the annual budget and submit it to the full Board for approval. Chair: Treasurer.
Audit Subcommittee
The Audit Committee will be composed solely of independent Directors in order to assure the independence of the Association’s financial auditors, review the Association’s critical accounting policies and decisions and the adequacy of the Association’s internal control systems and oversee the accuracy of the Association’s financial statements and reports. The Audit Committee will be empowered by the Board to choose the auditors.
Governance Committee: Annually reviews the by-laws and all other Association policies; defines what constitutes possible conflicts of interest; establishes procedures to deal with real or possible conflicts, and annually discloses any such possible conflicts for board members and officers; publishes and widely distributes annual reports that detail the Association's mission, programs, achievements, board members, finances, etc. Chair: Appointed by President.
EOP Alumni Steering Committee:
The EOP Alumni Steering Committee establishes short and long-term goals for the EOP Alumni Network; oversees correspondences with active network members; recruits more active members from all EOP graduates; schedules meetings of the Steering Committee and Network Membership and determines agenda; consults on development and maintenance of the Network website; and, seeks external financial support.
Governance Committee: Annually reviews the by-laws and all other Association policies; defines what constitutes possible conflicts of interest; establishes procedures to deal with real or possible conflicts, and annually discloses any such possible conflicts for board members and officers; publishes and widely distributes annual reports that detail the Association's mission, programs, achievements, board members, finances, etc. Chair: Appointed by President.
Reunion Weekend Awards Committee: The Reunion Weekend Awards Committee reviews the materials submitted for each nominee and selects those persons whose achievements most closely fit the category for which they have been nominated and who are deemed most deserving of the recognition. The names of those selected by a vote of general consensus are then shared with the Board of Directors.
Young Alumni Council: The Young Alumni Council fosters mutually beneficial relationships between alumni, students and SUNY Oneonta; is responsible for increasing the number of young alumni who take an active role in the life of the College; represents young alumni and provides a vehicle through which they can provide service to their Alma Mater, and facilitates interaction between students of the College and its alumni.
Ad Hoc Committees may be appointed, as needed, by the President.
ARTICLE VIII — REGIONAL EVENTS
The Association may establish a regional alumni network. Regional activities may be planned according to alumni demographics and interests, and coordinated by the Association.
ARTICLE IX: LIABILITY
The directors, officers, and employees of this association may not be personally liable for the payment of any debts of this Association or obligations of this Association of any nature whatsoever, nor may any property of any director, officer or employee be subject to the payment of the debts or obligations of this Association to any extent whatsoever.
A director or officer of the Association may not be personally liable to the Association or its members for monetary damages of breach of fiduciary duty as a director or officer, except for liability (1) for any acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of the law, or (2) for any transaction from which a director or officer derived an improper personal benefit.
ARTICLE X — AMENDMENTS
The Constitution and By-Laws may be amended at any Annual Meeting by a 2/3 majority vote of the Board of Directors.
ARTICLE XI: RULES OF ORDER
The business of the Board of Directors may be conducted in accordance with Robert's Rules of Order, except as herein otherwise provided.
ARTICLE XII— DISSOLUTION
In the event of dissolution, the assets of this Association may be disposed of under the law of New York State relative to such disposition or in the absence of such laws, may be distributed to other qualified non-profit organizations, such as the College at Oneonta Foundation.
Approved by vote of the Alumni Association Board of Directors, June 2, 2012, Annual Meeting.