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, “alumni” means both alumni and alumnae constituents of the Association, “Board” means the Association’s Board of Directors, “Foundation Board” means the UNC Pembroke Foundation Board of Directors, “Director” means Director of Alumni Engagement, and “University” means the University of North Carolina at Pembroke.
Article II. Mission
2.1 The UNC Pembroke Alumni Association exists to serve our alma mater and the students of the university community. As such we seek to advance the UNC Pembroke mission and enhance the student experience by promoting student-alumni interaction, establishing a spirit of loyalty to the university and cultivating relationships with students, alumni and friends of the university.
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 (the “University”) including the University’s trustees, administration, and faculty;
· Keep its members informed about matters related to the progress, development, and 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;
· Assist students who will benefit from the university experience and who will be an asset to the University and this Association; and
· Assist the University in recruiting prospective students.
Article III. Membership
3.1 Qualifications. The following persons shall be eligible for membership in this Association:
A. All graduates of the University;
B. Former students who have completed thirty (30) semester hours of credit at the University;
C. Current Student Government President;
D. Current President of the Student Alumni Association;
E. Board recognized Affinity Groups
3.2 The following persons shall be eligible for honorary membership in this Association:
A. Recipients of honorary degrees from the University;
B. Recipients of the Distinguished Service Award; and
C. Trustees of the University.
3.3 Affiliated Groups. With approval of the Board and the Vice Chancellor of Advancement, 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 in collaboration with University.
3.4 Ex-Officio. The Director of Alumni Engagement, Vice Chancellor of Advancement and the University Chancellor will be considered ex-officio members.
3.5 Voting Rights
· Only members of the Association who meet the criteria in section 3.1 (A) or (B) shall be entitled to vote and hold office in the Association.
· Current undergraduate students, honorary members, affinity groups and advisory members shall not be eligible to vote or to hold office in this Association.
· All voting members will have equal voting rights.
Article IV. Board of Directors
4.1 Powers, Duties, and Responsibilities. The Board serves in an advisory capacity to the 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 of programs for alumni/future alumni, engaging volunteers, and in raising alumni giving participation and overall giving 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 present to the Board a slate of nominees to serve for a term of two (2) 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 will be solicited via an open nomination process, from the current Board, University administrators, and other University Leaders. 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 and take into account the demographics of the current board. The Board will consist of the following members:
a. 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;
b. 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;
c. The Past Presidents of the Association, who are considered non-voting Honorary Lifetime members of the Board;
d. The university’s Director of Alumni Engagement, Vice Chancellor for Advancement, and the Chancellor of the University shall serve as an ex-officio member and be non-voting members.
e. The university’s SGA President, to serve a one-year term; who will be a non-voting member of the Board ex-officio.
f. The Presidents of the Board-approved Affinity Groups will be non-voting members of the Board ex-officio.
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, pending Chancellor appointment.
4.3 Membership Dues.
All Board of Directors members should give annually to the UNCP foundation. If possible, contributions should be synchronized to coincide with the annual day of giving (WeAreUNCP Day of Giving).
4.4 Term Limits.
Except as specified in Section 4.1, no member may serve more than six consecutive years. 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. An individual who is elected to the Board to complete an unexpired term of more than one year may serve up to one additional consecutive term. 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.
4.5 Vacancy. The President shall declare a seat on the Board of Directors vacant if:
a. 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.
b. A director who fails to comply with membership dues (4.3) by the spring graduation shall be removed from the board.
c. The President shall recommend, with the consultation of the Director and Vice Chancellor of Advancement, 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 and approval by the Chancellor.
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 Engagement shall notify other directors via email, text, or telephone of the time, date, location, and purpose of special meetings. The Board may act and ballot by in-person or virtual means. It is preferred that in-person attendance for regular meetings be the norm.
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 participate in board orientation event(s) prior to the next board meeting. Orientation will be conducted by the Director of Alumni Engagement with Executive Committee collaboration.
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 four officers of the Association to include the President, a First Vice President, a Second Vice President, and a Secretary/Treasurer. These officers shall constitute the Executive Committee of the Board of Directors in addition to the Director.
5.2 Powers, Duties and Responsibilities.
a. President. The President will be elected from the current Board membership and be elected for a two-year term corresponding to the Association’s fiscal year. It is essential for the President to work closely with the Director and Vice Chancellor of Advancement. In addition, the President will:
i. Be the executive head of the Association and shall preside at all meetings of the Association;
ii. Serve as the chair of the Board and its Executive Committee;
iii. Serve 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;
iv. Call special meetings of the Board;
v. Serve as an ex-officio and advisory member of all standing and ad hoc committees of the Board;
vi. Appoint members to standing committees as described in these Bylaws;
vii. When deemed necessary, establish ad hoc committees to study issues and to make recommendations to the Board of Directors;
viii. Represent the alumni in the affairs of the Association and the University; and
ix. Appoint Executive Committee positions within the elected Executive Committee members upon request and accepted by the impacted members
x. Only in the case of breaking a tie, cast a vote on motions that come before the Board of Directors.
b. The First Vice President. The First Vice President will be elected from the current Board membership and have such duties and powers as delegated by the President or the Executive Committee.
The First Vice President will:
i. Preside at meetings of the Board and the Executive Committee in the absence of the President;
ii. Chair the Alumni Board Homecoming Committee;
iii. Have a seat on the University Homecoming Committee;
iv. Serve as an ex-officio and advisory member of all standing and ad hoc committees of the Board;
v. Perform such other duties as assigned by the President; and
vi. Succeed to the Presidency for the unexpired term upon the death, resignation, or incapacity of the President.
c. The Second Vice President. The Second Vice President will be elected from the current Board membership and have such duties and powers as delegated by the President or the Executive Committee. The Second Vice President will:
i. Chair the Nominating Committee;
ii. Chair the Alumni Awards Committee; and
iii. Preside at all meetings of the Board of Directors in the absence of the President and the First Vice President.
d. Secretary/Treasurer. The Secretary/Treasurer will be elected from the current Board membership and will have such authority and perform such duties as generally pertain to those offices. The Secretary/Treasurer will:
i. Manage the Board’s demographic tracker which manages the individual board member affinities, locality and other similar data points.
ii. Take responsibility for preparing and keeping minutes of the Board and its Executive Committee.
5.3 Election and Term Limits. No person who has served on the Board for more than three full consecutive terms may be renominated to become an officer. Officers may not serve more than two terms as an officer nor shall their term as an officer extend them past eight consecutive years of board service. A previous serving director may not fulfill a term by appointment or by nomination unless a period of no less than one year has passed since they left 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 of the full board quorum that is present at the meeting where such matter is considered.
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, the Executive Committee or the affiliate chapters of the Association.
Article VII. Committees
7.1 Executive Committee. The Executive Committee of the Board is composed of:
a. The officers of the Association;
b. 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;
c. The Director of Alumni Engagement, 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 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. It will also manage and facilitate the nomination and election process for Executive Committee positions and that process must be documented and validated by the committee by the final day of each calendar year. The committee will convene at least twice a year in the months of July (year planning) and May (year review/closeout).
7.2 The Nominating Committee. The Nominating Committee shall oversee the presentation of candidates to the full Board and recommendation to the Chancellor. In collaboration with the Director, the Nomination Committee will identify Board demographic deficiencies and recruit to fill those and projected needs of Board composition. In collaboration with the Director, the Nominating Committee also determines a process 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 must submit its recommendations for the next fiscal year to the full board at the spring meeting of the Board. This process must be documented and validated at the final meeting each calendar year.
The Nominating Committee will consist of seven current members of the Board of Directors including 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 Director of Alumni Engagement will also serve ex-officio and without a vote. The Nominating Committee will convene at a minimum twice a year and/or as needed in addition.
7.3 The Homecoming Committee. The Homecoming Committee shall serve in two functions. First, it will serve as the Board’s liaison with the university on all Homecoming events. Second, it will plan and carry out Alumni Association events directed by the Board during Homecoming Week. This committee shall coordinate with the Director of Alumni Engagement and other campus departments to promote wide participation among alumni, students, and all communities in the University’s service region.
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 Homecoming events; perform any tasks or assist the Alumni Engagement staff in any way needed.
The Homecoming Committee will consist of three current members of the Board of Directors including First Vice President (Chair). The remaining member(s) will be appointed by the President and provide progress updates as requested by the Board of Directors. The Executive Director for Alumni Engagement will also serve ex-officio and without a vote. The Homecoming Committee will convene at a minimum twice a year and/or as needed in addition.
Alumni Awards Committee. The purpose is to annually present a slate of awards nominees for Board approval. In collaboration with the Director, the Chair of the Awards Committee determines a process by which nominations come forward to the full Board for discussion and action.
The Awards Committee will consist of at least five members, including two current Board members. The Second Vice President will serve as chair of the committee. The remaining members must consist of at least one University faculty, one staff member and one past award committee member not to exceed 7 total members The Chair will work with the Director to identify all non-Board members. The Director of Alumni Engagement will also serve ex-officio and without a vote. The Awards Committee will convene at a minimum twice a year and/or as needed in addition.
The Committee must submit any process and awards recommendations (categories/criteria changes) for the next fiscal year to the first full board meeting of the calendar year. Any criteria and or category changes must be approved by the Vice Chancellor of Advancement. This process and award categories with criteria must be documented and validated at the final meeting each fiscal year.
7.4 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:
1. Bylaws Committee
2. Goal Committee(s)
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 Sept 8, 2018, 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. Because these by-laws were approved after the beginning of the 2018-19 year, all term limits, positions deletions (if any) or other individual impacting changes from the Revised September 2016 version will take effect on July 1 2019.
8.2 Funds of the Association may be requisitioned or withdrawn from established accounts upon signed authorization of the 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 April 18, 2020
Signed by: Caleb A. Malcolm, President
The University of North Carolina at Pembroke Alumni Association