Article I. Name
1.1 The name of this Association shall be The University of North Carolina at Pembroke Alumni Association (hereinafter, the “Association”).
1.2 As used in these Bylaws, “Association” means the University of North Carolina at Pembroke Alumni Association, “alumni” means both alumni and alumnae constituents of the Association, “Board” means the Association’s Board of Directors, and “University” means the University of North Carolina at Pembroke.
Article II. Mission
2.1 The UNC Pembroke Alumni Association engages alumni and friends through programs and services that foster pride and enhance a lifelong connection to UNC Pembroke.
The purpose of this Association shall be to:
- Develop a spirit of loyalty and cooperation among its members and The University of North Carolina at Pembroke (hereinafter, the “University”) including the University’s trustees, administration, and faculty;
- Keep its members informed about matters related to the progress, development, and the goals of the University and of this Association;
- Recommend to the University matters deemed important to the growth and general welfare of the University and this Association;
- Financially assist students who will benefit from the university experience and who will be an asset to the University and this Association;
- Assist the University in recruiting prospective students; and
- Nurture the ties formed by this Association.
Article III. Membership
3.1 Qualifications. The following persons shall be eligible for membership in this Association:
- Graduates of the University;
- Former students who have completed at least 25 percent or thirty (30) semester hours of credit at the University;
- Student government president;
- President of the Student Alumni Association
3.2 The following persons shall be eligible for honorary membership in this Association:
- Recipients of honorary degrees from the University;
- Recipients of the Distinguished Service Award; and
- Trustees of the University.
3.3 Affiliated Groups. With approval of the Board, groups of members may form affiliated organizations based on graduating class, geographic location, field of study or other common interests. Such groups may operate with their own officers, rules and bylaws to the extent not in conflict with these bylaws or the Association. If necessary, each group will qualify as a tax- exempt organization with the attendant duties and obligations associated therewith. No such group may use the name “University of North Carolina at Pembroke” or “UNC Pembroke” or use any logos/branding/marks that are owned/registered/trademarked by the University without the written consent of the Vice Chancellor for University Advancement or his/her designee.
3.4 Ex-Officio. The Executive Director of Alumni Engagement at the University is a member ex- officio.
3.5 Voting Rights. All voting members will have equal voting rights.
- Only members of the Association who meet at least one of the criteria in 3 (A) and (B) shall be entitled to vote and hold office in the Association.
- Current undergraduate students, honorary members, and advisory members shall not be eligible to vote or to hold office in this Association.
Article IV. Board of Directors
4.1 Powers, Duties, and Responsibilities. The Board serves in an advisory capacity to the Executive Director of Alumni Engagement and University administration concerning programs, activities, and other matters of interest to alumni. In that role, the Board will assist with implementation for programs for alumni/future alumni, engaging volunteers, and in raising alumni giving participation and overall financial contributions from alumni, as well as promoting the other purposes of the Association.
Composition. The members of the Association shall be represented in the management of the affairs for the Association by a Board of Directors consisting of a minimum of twelve and a maximum of twenty one members. The Nominating Committee shall recommend to the Board a slate of Directors to serve for a term of two years beginning July 1st and ending June 30th.
Officers shall serve for two (2) years beginning July 1st following their election and ending on June 30th.
Candidates for membership on the Board of Directors should, as far as possible, reflect the diversity and composition of the alumni body and University community. Candidates should be solicited from Deans, key University administrators and key volunteers. The Board will consist of the following members:
- The elected officers of the Association, to serve terms corresponding to the offices they hold: the President, first Vice President, second Vice President and Secretary/Treasurer;
- The immediate past President of this Association for a two-year term;
- 4 at-large members elected by the Board in accordance with Section 4.2, to serve terms of two years staggered on an equal basis as is practicable and to include at least one representative from Athletics, Greek Life, International Programs, and the Graduate School so much as is possible;
- The Past Presidents of the Association, who are considered non-voting Honorary Lifetime members of the Board;
- The university’s Vice Chancellor for Advancement, who will be a non-voting member of the Board ex-officio.
- The university’s SGA President, to serve a one-year term; who will be a non-voting member of the Board ex-officio.
- The Executive Director of Alumni Engagement, who will be a non-voting member of the Board ex-officio.
- The Chancellor of the University shall serve as an ex-officio member on the Board of Directors.
- The Presidents of the Affinity Networks.
4.2 Election of At-Large Members of the Board.
At-large members of the Board will be voting members and will be elected by the existing members of the Board using a ballot consisting of a slate of candidates selected by the Nominating Committee. Members of the Board may vote for no more candidates than the number of positions to be filled by the election. The candidates who receive the highest number of votes will be elected to the Board.
4.3 Membership Dues.
All Board of Directors should give a minimum of $100.00 annually to the UNCP foundation.
4.4 Term Limits.
Except as specified in Section 4.1, no member may serve more than six consecutive years (or two terms of two years each) on the Board, except that an officer may serve through completion of the officer’s term. An individual who is elected to the Board to complete an unexpired term of one year or less may serve up to two additional consecutive terms. It is expected, however, that most members of the Board will serve no more than two terms.
4.5 Vacancy. The President shall declare a seat on the Board of Directors vacant if
- A director misses two consecutive meetings. A letter notifying the affected director will be sent by the President. The affected director will have 30 days from the date of receipt to appeal the action to the Executive Board prior to the next scheduled meeting.
- The President shall recommend to the Board of Directors for its approval prospective appointees to fill vacancies caused by reasons other than term expiration. An interim seat may become permanent by a majority vote of the Board of Directors.
4.6 Meetings. There shall be at least four (4) regular meetings of the Board of Directors each year, one of which may take place in conjunction with the annual meeting of the Association if the board so desires. The President may call a special meeting, if members are notified at least five
(5) business days before the meeting. At the request of the President, the Director of Alumni Relations shall notify other directors via fax, telephone or e-mail, of the time, date, location, and purpose of special meetings. The Board may act and ballot by mail, telephone, or otherwise as it wishes.
4.7 Quorum. A majority of the voting members of the Board of Directors will constitute a quorum (50% +1) for the transaction of business. The act of the majority of the Directors present at such a meeting will be valid. No Director may vote by proxy.
4.8 Orientation. New members of the Board must attend a board orientation prior to the next board meeting. Orientation will be conducted by the Director of Alumni Engagement
Article V. Officers.
5.1 Number. The Board of Directors is the official governing and decision-making body of the Association and shall consist of five officers of the Association to include the President, a First Vice President, a Second Vice President, a Secretary/Treasurer, and the immediate Past- President. These officers shall constitute the Executive Committee of the Board of Directors.
5.2 Powers, Duties and Responsibilities.
- President. The President will be elected for a two-year term corresponding to the Association’s fiscal year. The President will:
- Be the executive head of the Association and shall preside at all meetings of the Association;
- Serve as the chair of the Board and its Executive Committee;
- As a member of the Board of Directors of The University of North Carolina at Pembroke Foundation, Incorporated (hereinafter the “Foundation”), represent the interests of the Association and its members to the Foundation’s Board of Directors;
- Call special meetings of the Board;
- Serve as an ex-officio and advisory member of all standing and ad hoc committees of the Board;
- Appoint members to standing committees as described in these Bylaws;
- When deemed necessary, establish ad hoc committees to study issues and to make recommendations to the Board of Directors;
- Represent the alumni in the affairs of the Association and the University; and
- Only in the case of breaking a tie, cast a vote on motions that come before the Board of Directors.
- The First Vice President. The First Vice President shall have such duties and powers as delegated by the President or the Executive Committee.
The First Vice President will:
- Preside at meetings of the Board and the Executive Committee in the absence of the President;
- Chair the Alumni Board Homecoming Committee;
- Have a seat on the University Homecoming Committee;
- Serve as an ex-officio and advisory member of all standing and ad hoc committees of the Board;
- Perform such other duties as assigned by the President; and
- Succeed to the Presidency for the unexpired term upon the death, resignation, or incapacity of the President.
- The Second Vice President. The Second Vice President shall have such duties and powers as delegated by the President or the Executive Committee. The Second Vice President will:
- Chair the Nominating Committee;
- Chair the Alumni Awards Committee; and
- Preside at all meetings of the Board of Directors in the absence of the President and the First Vice President.
- Secretary/Treasurer. The Secretary/Treasurer will be elected from the current Board membership recording and will have such authority and perform such duties as generally pertain to those offices. The Secretary/Treasurer will:
- Take responsibility for preparing and keeping minutes of the Board and its Executive Committee. The Executive Director shall be responsible for ensuring the accuracy and timeliness of said minutes.
- The Immediate Past President will be placed on the executive committee as an officer for a two-year term corresponding to the Association’s fiscal year, and will have such authority and perform such duties as generally pertain to this office, and obtain membership on the Executive Committee.
5.3 Election and Term Limits. No person who has served on the Board for more than two full consecutive terms may be renominated for another term unless he/she becomes an officer or unless a period of no less than one year has passed from the beginning of the term such person is renominated for to the end of such person’s last term on the Board.
5.4 Vacancy. The Executive Committee may fill a vacancy for any reason in the offices of First Vice President, Second Vice President, and Secretary/Treasurer for the remainder of the unexpired term.
5.5 Removal. Any officer may be removed by the Board whenever in its judgment the best interest of the Association would be so served, by a two-thirds vote.
Article VI. Executive Director
6.1 The Director of Alumni Engagement, or his or her designee, shall serve as Executive Director of the Association. The Chancellor shall appoint the Director of Alumni Engagement of the University. In the event the position of Director of Alumni Engagement becomes vacant, The Board of Directors shall advise the Chancellor of the qualifications desired in any candidate for the position.
6.2 The Association recognizes that the Director of Alumni Engagement, as an employee of the University, is charged with administrative duties of the Office of Alumni Engagement and subject to the supervision of the Chancellor and the Vice Chancellor for Advancement.
6.3 The Director of Alumni Engagement or his or her designee shall serve as the liaison between the Association and the University. The Executive Director shall not vote on any issue that comes before the Board of Directors or the affiliate chapters of the Association.
Article VII. Committees
7.1 ExecutiveCommittee.The Executive Committee of the Board is composed of:
- The officers of the Association;
- At-large members of the Board elected by the Board, the number to be determined by the President prior to the annual election of officers and Board members OR during the first meeting of the next Fiscal Year, at the President’s discretion.;
- The immediate past President of the Association for the two fiscal years following his/her term as President; and
- The Executive Director for Alumni Affairs, ex-officio and without a vote.
The Executive Committee will have the flexibility to include other officers or members of the Board for Executive Committee meetings when appropriate and necessary to the business at hand.
The Executive Committee is responsible for acting on behalf of the Board on matters delegated to it by the Board, bringing matters to the attention of the Board, and taking such action as may be necessary and appropriate between meetings of the Board. It will report any such action promptly to the Board at the next scheduled meeting.
7.2 The Nominating Committee. The Nominating Committee determines the most effective composition of the Board and helps to recruit, orient, and assess the performance of Board members. The Nominating Committee also determines a process/application by which nominations come forward to the Nominating Committee and a procedure by which recommendations are advanced to the full Board for discussion and action. The Nominating Committee will submit its recommendations for the next fiscal year to the full board at the spring meeting of the Board.
The Nominating Committee will consist of seven current members of the Board of Directors including the immediate past President, the President, the First Vice President, the Second Vice President and the Secretary/Treasurer. The remaining member(s) will be appointed by the Second Vice President and provide progress as requested by the Board of Directors. The Executive Director for Alumni Engagement will also serve ex-officio and without a vote. The Nominating Committee will convene on a yearly basis or as needed.
7.3 The Homecoming Committee. The Homecoming Committee shall plan and carry out events for alumni during Homecoming Week. This committee shall coordinate with the Office of Alumni Engagement and other campus departments to promote wide participation among alumni, students, and all communities in the University’s service region. The First Vice President shall preside over this committee and provide progress reports as requested by the Board of Directors. The Homecoming Committee will be responsible for planning, organizing and executing events related to Homecoming. Responsibilities include, but are not limited to: contacting local vendors, and community supporters; ensuring funds are secured for each sponsored aspect of homecoming; coordinating and facilitating cross-organization collaboration with on-campus departments and organizations as well as the surrounding organizations outside of the university; managing and volunteering at the Homecoming events; perform any tasks or assist the Alumni Engagement staff in any way needed.
7.4 Alumni Awards Committee. The Alumni Awards Committee is comprised of Board members and University faculty, staff and past award winners. The purpose is to annually present a slate of awards nominees for Board and Executive Committee approval. The Alumni Awards Committee will be chaired by the Second Vice President.
7.5 Other Committees. Other committees for the operation of the Association will be formed as required and appointed by the President for one-year terms. Maximum input by alumni volunteers and Board members will be solicited and committee membership with appropriate constituent representation incorporated. As needed, but not limited to, the following committees may be formed:
Article VIII. Miscellaneous
8.1 Amendments. These Bylaws may be amended by two-thirds of members of the Board of Directors present at a regular or special meeting, provided, the motion and vote calling for amendments are properly recorded in the Board of Directors minutes. No proposed amendment to these Bylaws shall be voted on during the same meeting at which it is offered.
Historical Note: On October 22, 2016, the Board of Directors of the University North Carolina at Pembroke Alumni Association voted in favor of all amendments proposed. This document, which reflects these amendments, will govern the Association until the Board of Directors deems it necessary to consider future changes in these Bylaws.
8.2 Funds of the Association may be requisitioned or withdrawn from established accounts upon signed authorization of the Executive Director. He or she shall provide timely reports to the Board of Directors on the financial status of the Association.
8.3 Fiscal Year. The fiscal year of the Association will be July 1 to June 30.
Adopted on October 22, 2016
Signed by: Owen Thomas, President
The University of North Carolina at Pembroke Alumni Association