By-Laws of the Alumni Association of Carleton College

(“Association”)

ARTICLE I: Principal Office

The principal office of the Association shall be the Alumni Relations Office, Carleton College, Northfield, Minnesota 55057.


ARTICLE II: Association Membership and Meetings

Section 1. MEMBERSHIP. 

Any living person who at any time attended Carleton College (“College”) as a student is deemed a member of the Association.

Section 2.  MEETINGS. 

Meetings of the Association may be called at any time by the Council (hereinafter defined), the President of the Association or by petition of fifteen percent (15%) of the Association members.  Meetings shall be held at such time and at such place as the Council shall designate.  There need be no annual meeting of the Association.

Section 3.  NOTICE. 

Any meeting of the Association shall be held on not less than five (5) days’ written notice setting forth the time and place of such meeting to the Council and, if the meeting was called by member petition, to the petitioning members.

Section 4. QUORUM. 

Two hundred fifty (250) members shall constitute a quorum for transacting business at any meeting of the Association.

Section 5.  VOTING. 

Each member shall be entitled to cast one vote at any meeting of the Association.  There shall be no cumulative voting.  Votes shall be cast in person or by ballot as the Council may provide.  Ballots may be received through the United States Mail or as directed by the Council.


ARTICLE III: Alumni Council

Section 1.  PURPOSE. 

The entire direction and management of the affairs, interests and property of the Association shall be vested in the Alumni Council (“Council’) which is empowered to exercise any and all powers of the Association and do all such lawful acts as are not, by law, by the Articles of Incorporation of the Association, or by these By-Laws, directed or required to be done or exercised by the members of the Association.  Further, the Council is charged with the following:

A. MISSION. The mission of the Council is to encourage, support and promote useful and active stewardship of the resources and affairs of Carleton College by all Association members.

B. GOALS. The goals of the Council are to:

  1. Build alumni cohesiveness, identification with and connection to the College.
  2. Foster a strong sense of alumni volunteerism and a lifecycle of stewardship among all Association members.
  3. Engage in relevant issues facing, and provide alumni support and resources to, the College, its faculty, students and alumni.
  4. Promote cooperation, collaboration and synergy among all alumni stewardship efforts.

C. FUNCTIONS. The functions of the Council are to:

  1. Identify opportunities for, and implement activities related to, alumni stewardship efforts.
  2. Facilitate coordination of, and the collaboration and communication among, all alumni stewardship efforts and members of the Association, as appropriate.
  3. Recognize those alumni and others who, through their efforts, both with respect to Carleton College and the greater community, actively demonstrate outstanding achievement and substantial volunteer service to the College.
  4. Develop and foster a sense of mutual accountability among individuals involved in all alumni stewardship efforts.
  5. Provide flexibility and freedom in the implementation of alumni stewardship efforts, both present and future.

Section 2.  COUNCIL MEMBERS. 

A.  NUMBER AND COMPOSITION.  The Council shall consist of at least fifteen (15) members (collectively “Council Members”), all of whom shall be members of the Association and shall be appointed and serve terms as provided in these By-laws, comprised as follows:

  1. MEMBERS REPRESENTING ALUMNI STEWARDSHIP EFFORTS (“Alumni Stewardship Members”).  At least one (1) member representing each of the alumni stewardship efforts recognized by the Council pursuant to these By-laws that, in turn, choose to be so represented.  As of the date of these By-laws, the following alumni stewardship efforts are recognized by the Alumni Council:  Alumni Admissions Board, Alumni Annual Fund, Careers & Networking, C-Club, Multicultural Alumni Network, Out After Carleton, and Student Alumni Relations; and
  2. AT LARGE MEMBERS:  At least one (1) at large member for every two (2) Alumni Stewardship Members; and
  3. STUDENT-ALUMNI MEMBERS. At least three (3) members who are students when appointed; and
  4. ALUMNI TRUSTEE MEMBERS.  At least four (4) Alumni Trustees (defined below); and 
  5. SPECIAL COUNCIL MEMBERS.  Any number of Special Council Members; and
  6. DIRECTOR OF ALUMNI RELATIONS.  The Director of Alumni Relations, who shall serve as an ex-officio non-voting members of the Council in the capacity of Secretary/Treasurer; and
  7. PAST PRESIDENT.  The immediate past President of the Council.

B.  APPOINTMENT AND TERM.  Subject to the provisions of Article IV of these By-Laws, Council Members shall be appointed and serve terms as provided below:

  1. ALUMNI STEWARDSHIP MEMBERS.  Alumni Stewardship Members shall serve a two (2) year term, provided such Alumni Stewardship Member remains actively involved in the alumni stewardship effort throughout said two (2) year period.  Should an Alumni Stewardship Member be elected President of the Council, he or she shall be deemed an At Large Member with a term which expires concurrently with the expiration of his or her Presidency.  In such event, the Council shall appoint a successor Alumni Stewardship Member for the applicable alumni stewardship effort in accordance with these By-laws.
  2. AT LARGE MEMBERS.  At Large Members shall serve a four (4) year term.
  3. STUDENT MEMBERS.  The Council shall annually appoint to a three (3) year term a full-time student of the College who will not be eligible for graduation from the College any earlier than two (2) years after appointment to the Council.  Student member candidates shall be identified to the Council by a committee comprised of a representative of the Alumni Relations Office and up to two (2) members of the Student and Alumni Programming group.
  4. ALUMNI TRUSTEE MEMBERS. The Council shall annually recommend an Association member to serve a four (4) year term on the College’s Board of Trustees (“Alumni Trustee”), subject to approval by the Board of Trustees, as provided in these By-laws.  Alumni Trustees shall serve as Council Members during their Board term.
  5. SPECIAL COUNCIL MEMBERS. If it is determined to be in the best interests of the Council, the Council may appoint Special Council Members to serve for such purpose and such term as the Council deems appropriate. 
  6. PRESIDENT.  For any Council Member elected President or President Elect, his or her respective term on Alumni Council shall be automatically extended through the expiration of his or her term as President of Alumni Council, regardless of when his or her term would otherwise have expired.
  7. PAST PRESIDENT.  The term of the immediate past President shall be automatically extended by one (1) year upon relinquishment of the office of President if his or her term would otherwise have expired. 
  8. EXTENSION OF TERM. If it is deemed to be in the best interest of the Council, the Council may extend the term of a Council Member for additional one (1) year period.
  9. MAXIMUM LENGTH. No Council Member may serve on the Council for more than four (4) consecutive years except as otherwise expressly provided in these By-Laws.
  10. MODIFYING AND CONFIRMING TERMS.  Upon the adoption of any amendment to these By-Laws affecting the membership or terms of members of the Council, the Council may, by resolution, confirm the commencement and expiration dates of the terms of Council Members then serving, and may confirm staggered expiration dates in order to establish the continuity of Council Member terms.  The Council may, by resolution, establish a commencement or expiration date for the term of any Council Member to coincide with the date of a regular Council meeting, provided that no expiration date so established shall be more than ninety (90) days earlier or later than the calendar date on which the term would otherwise expire.

C.  REMOVAL OF COUNCIL MEMBERS.  Any Council Member may be removed from office for misconduct, malfeasance, or misfeasance in office.  Misconduct, malfeasance or misfeasance in office may be grounds for recommending to the Board of Trustees the removal of an Alumni Trustee.  Such removal or recommendation may take place only at a regular or special meeting of the Council by a vote of not less than three-fourths (3/4) of the Council Members who are present in person at such meeting, a quorum being present.  Written notice of any such recommendation or removal action must be given to the affected person(s) at least sixty (60) days prior to such meeting.

D.  REPLACEMENT OF COUNCIL MEMBERS.  In the event a vacancy is created on the Council, by removal, death, resignation or otherwise, the Council may appoint a successor Council Member to serve out the unexpired term of the original Council Member.  In the event of such a vacancy in the Alumni Trustee position, the Council shall recommend to the Board of Trustees a replacement to serve out the unexpired term of the original Alumni Trustee.

E. RECOGNITION OF ADDITIONAL ALUMNI STEWARDSHIP EFFORTS.  If it is determined to be in the best interests of the Council, the Council may recognize an organization comprised of Association members not currently represented on the Council as an additional alumni stewardship effort and approve the appointment of Alumni Stewardship Member(s) in connection with such recognition.  Any such alumni organization may petition the Council for such recognition. In making such a determination, the Council shall consider, among other things, the mission of the alumni organization and whether it supports the College’s stewardship efforts and the goals of the Council, the number of Association members involved in, or represented by, the organization and whether such members have existing representation on the Council, the history and structure of the organization, the period of time the organization has been in existence and the types of activities it promotes.

F. REMOVAL OF ALUMNI STEWARDSHIP EFFORTS.   The Council may determine to no longer recognize an alumni stewardship effort, and to concurrently remove the Alumni Stewardship Member representing such effort from the Alumni Council, by a vote of not less than three-fourths (3/4) of the Council Members who are present in person at a regular or special meeting of the Council, a quorum being present.  In making such a determination, the Council shall consider the same factors enumerated above in Section 2.E of Article III in connection with the recognition of alumni stewardship efforts.

Section 3. COUNCIL MEETINGS.

Meetings of the Council shall be held and conducted as follows:

A. REGULAR MEETINGS.  Regular meetings of the Council shall be called by the President and held on not less than five (5) days’ written notice setting forth the time and place of the meeting.

B.  SPECIAL MEETINGS.  The President shall call special meetings of Council at the President’s discretion or at the request of five (5) or more Council Members.  Council Members shall be given at least five (5) days’ written notice of the time and place of such special meetings.

C.  QUORUM.  One-third (1/3) of the Council Members shall constitute a quorum for transacting business at any meeting.

D.   MAJORITY VOTE.  Unless otherwise specifically provided by law, by the Articles of Incorporation, or by these By-Laws, the Council shall take action by the affirmative vote of a majority of the Council Members present at any properly convened meeting, a quorum being present. 


ARTICLE IV: Officers

Section 1.  OFFICERS OF THE ASSOCIATION. 

The officers of the Association and their duties are as follows:

A. PRESIDENT.  The President of the Council shall be the President of the Association.  The President shall be an ex-officio member of all Council committees.  The President shall preside at all meetings of the members of the Council.  The President shall have general executive charge of all of the business and activities of the Association, subject to the approval of the Council.

B. PRESIDENT ELECT.  The President Elect of the Council shall perform the duties of the President in the event a vacancy is created in the office of the President or the President is unable to act as further provided in Section 4 of this Article IV.

C.  SECRETARY/TREASURER.  The Director of Alumni Relations shall serve as Secretary/Treasurer of the Association, and shall receive and have charge of all funds of the Association.  The Secretary/Treasurer shall keep, or cause to be kept, regular books of account.  The Secretary/Treasurer shall disburse funds as directed by the Council, take proper vouchers for all disbursements and render to the Council, as may be required, an accounting of all transactions and of the financial condition of the Association.

D. ADDITIONAL OFFICERS, AGENTS AND EMPLOYEES.  The Council may appoint or employ such other officers, agents or employees as it deems necessary and expedient.

Section 2.  TERMS. 

The President shall serve a term of two (2) years.  All other officers of the Association shall each serve a term of one (1) year.  In the event that the Council elects a Council Member as an officer to a term that exceeds the original term of the Council Member, the Council Member so elected shall continue to serve as a Special Council Member until the end of the term as an officer.

Section 3.  REMOVAL. 

Any officer may be removed from office for misconduct, malfeasance or misfeasance in office.  Such removal shall be by a three-fourths (3/4) vote of the Council Members present at a regular or special meeting called for that purpose.  Written notice of such proposed action must be given to the affected officer at least sixty (60) days prior to such meeting.  Such removal shall automatically remove the officer from that officer’s position as a Council Member.

Section 4.  VACANCIES. 

If, for any reason, a vacancy is created in the office of the President or the President is otherwise unable to act during the first year of his or her term, the immediate Past President shall perform the duties of the President until the Council appoints a replacement officer to serve out the unexpired term of the President.  If such a vacancy occurs during the second year of the President’s term, the President Elect shall perform the duties of President for the duration of the unexpired term of the President in addition to his or her own term as President.  In the event a vacancy is created in any other officer position by removal, death, resignation or otherwise, the Council shall appoint a replacement officer to serve out the unexpired term of the original officer.


ARTICLE V: Executive Committee

The President may appoint an executive committee, consisting of the President and such other Council Members as the President shall designate and the Council shall approve.  The executive committee shall conduct the business of the Association between regular meetings of the Council, subject to ratification by the Council, and the executive committee shall have such other duties and authority as the Council may, from time to time, prescribe.


ARTICLE VI: Committees

The Council may, from time to time, designate standing and special committees, to be appointed by the President or the Council, and to have such duties and make such reports as the Council shall prescribe.


ARTICLE VII: College Council

The President of the Council shall appoint from its membership an alumni observer and alternate to the College Council.


ARTICLE VIII: Elections of Council Members and Officers

Section 1.  ELECTION PROCESS.

The Council shall elect all Council Members and officers by a majority vote of those Council Members present and voting, a quorum being present. Further, if any Council Member shall so request, the election of any Council Member or officer (other than an Alumni Trustee) shall take place by secret ballot.

Section 2.  TIME OF ELECTION. 

The election of members to the Council shall be held at the spring meeting of the Council held during the period from January through June of each year.  The term of each person so appointed shall commence with the fall meeting of the Council held during the period from July through December of each year.  .  If special circumstances dictate that an election be held at the fall meeting of the Council, the term of any Council Member so elected shall commence immediately at the fall meeting, it being the desire of the Council that the term of all Council Members commence at a fall meeting and terminate at a spring meeting.

Section 3.  NOMINATIONS. 

The President, with the ratification of the Council, shall appoint a nominating committee that shall meet to nominate candidates to serve as Council Members, to serve as officers of the Association (including nomination of a President Elect at least one (1) year prior to expiration of the then President’s term), and to recommend candidates to serve as Alumni Trustees.  The nominating committee shall solicit suggestions for candidates from the members of the Association for At Large Members and Alumni Stewardship Members, but shall retain discretion to nominate any person as a candidate for Council Member or officer.  The committee shall nominate at least one (1) candidate for each position.  Council Members may nominate additional candidates for any position.


ARTICLE IX: Fiscal Year Financial Reports and Bank Accounts

Section 1.  FISCAL YEAR. 

The fiscal year of the Association shall begin on the first day of July and end on the last day of June in each calendar year.

Section 2.  FINANCIAL REPORTS. 

As soon as practicable after the end of each fiscal year, the secretary/treasurer shall prepare appropriate financial statements for the Association, and present the same to the Council.

Section 3.  BANK ACCOUNTS AND DISBURSEMENTS. 

The secretary/treasurer is authorized to open a bank account, or bank accounts, in the name of the Association at any bank or banks in the State of Minnesota, as designated by the Council.  The Council shall have authority to designate the persons authorized to sign checks on such accounts.


ARTICLE X: Notices

Section 1.  MANNER OF NOTICE. 

Whenever notice is required to be given to members of the Association or of the Council, such notice shall be given in writing and may be delivered by by personal delivery, by depositing such written notice in the United States mail with postage prepaid, by facsimile transmission or by e-mail transmission, in each instance addressed to such member at such address as appears on the records of the Association.  Notice shall be deemed to have been delivered at the time of personal delivery, deposit in the United States mail, facsimile or e-mail transmission as applicable.

Section 2.  WAIVER OF NOTICE. 

Any member of the Association or of the Council may waive notice required to be given under these By-Laws


ARTICLE XI: Bonding

Requirements for the bonding of any Council Member, officer, employee or agent of the Association shall be set by the Council.  Where bonding is required, the bond or bonds shall have as surety thereon a corporate surety company licensed to do business in the State of Minnesota.  The cost of such bond or bonds shall be borne by the Association.


ARTICLE XI: Amendments

The Council may amend these By-Laws by affirmative vote of two-thirds (2/3) of those Council Members present and voting, a quorum being present, provided written notice is provided to each Council Member at least thirty (30) days in advance of the meeting at which amendments are proposed, and the notice states that amendments to the By-Laws will be considered at the meeting.

4/4/2014