By Laws of the Alumni Association
Functions
Section 1.
Affiliation: The Umpqua Community College Alumni Association is an auxiliary
organization of the Umpqua Community College Foundation. The Umpqua Community
College Foundation is the exclusive fund raising organization for the College
for promoting, receiving and managing all private gifts. The Umpqua Community
College Alumni Association, hereafter referred to as the "Alumni Association,"
shall operate under the auspices of the Umpqua Community College Foundation,
hereafter referred to as the "Foundation," and shall be subject to its rules,
regulations and by-laws. In the event of any conflict between the rules and
regulations of the Foundation and those of the Alumni Association, the rules
and regulations of the Foundation will be used.
Section 2.
Mission: The mission of the Alumni Association is to reunite former students
with the College and with one another, to provide alumni services and to support
the College's mission of teaching, life-long learning and service to the
community.
Section 3.
Activities: The Alumni Association shall carry out activities supportive of
Umpqua Community College and shall provide financial and/or other assistance
for the College's benefit and for the benefit of its students.
General Membership
Section 1.
Eligibility: Any individual who has ever taken a class at Umpqua Community
College or former UCC employees shall be eligible for membership in the Alumni
Association.
Section 2.
Voting Rights: Each member shall be entitled to one vote on each matter
submitted to a vote of the Alumni Association general membership.
Section 3.
Dues: The Board of Directors of the Alumni Association may establish member-
ship dues. If established, dues shall be payable on an annual basis in
accordance with the Foundation's fiscal year.
Section 4.
Termination of Membership: Membership of the Alumni Association may be
terminated by giving written notice to the Alumni Association Secretary.
Membership may be terminated by the action of the Board of Directors for non-
payment of dues or other acts not in the interest of the Alumni Association.
In the latter instance, such members shall receive written notice prior to
termination and shall have the right to a hearing before the Board of
Directors. Policies and procedures shall be established by the Board of
Directors for handling termination of membership.
Section 5.
Transfer of Membership: Alumni Association membership is not transferable or
assignable.
Meetings of General Membership
Section 1.
Annual Meeting: An annual meeting of the members may be held once every year
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting.
Section 2.
Special Meetings: Special meetings of the members may be called by a
majority vote of the Board of Directors or by the President.
Section 3.
Notice of Meetings: The Board of Directors shall determine the date, time
and place of meetings. Written notice of the annual meeting shall be sent
to all members not less than ten (10) days nor more than fifty (50) days
prior to the annual meeting. Written notice of place, day, hour, and pur-
pose of special meetings shall be sent to all members at least ten (10)
days prior to the date of said meetings.
Section 4.
Voting: At the annual meeting, a member shall be entitled to one vote in
person by ballot. The Board of Directors may establish an alternative
voting process.
Section 5.
Quorum: There is no quorum required at meetings of the general membership.
Board of Directors
Section 1.
Authority: The Board of Directors of the Alumni Association shall be the
official decision-making body for the Alumni Association.
Section 2.
Membership: The Board of Directors shall consist of not fewer than ten
(10) and not more than twenty five (25) directors, including all officers,
who shall be initially appointed by the UCC Foundation Board of Directors
and, thereafter, may be selected by the members of the Alumni Association
and/or its board. One Foundation Director appointed by the Foundation
Board Chair shall serve as an ex officio member of the Alumni Board with
the right to vote. Foundation staff members appointed by the Foundation
President shall serve as ex officio members without the right to vote.
No more than a total of three (3) current members of the Umpqua Community
College faculty and/or staff may serve as a Board member.
Section 3.
Nominations: Any member may nominate a director. All nominations shall
be presented to the Nominating Committee. The Foundation Board of
Directors may approve all Director nominees prior to presenting the ballot
for consideration by the alumni membership and/or its board.
Section 4.
Term of Office: Directors shall be elected to a three-year term
commencing January 1 and ending December 30. Directors shall serve for a
three (3) year term and may succeed himself/herself for one (1) term.
The initial directors shall have staggered terms, and the original
directors so appointed shall draw lots so that one-third of the directors
shall have an initial one (1) year term, one-third shall have an initial
two (2) year term, and one-third of the directors shall have a three (3)
year term.
Section 5.
Vacancy: In case of a vacancy of the Board of Directors, the remaining
Directors may elect a successor to serve for the remaining portion of
the term of the Director whose place has become vacant.
Section 6.
Resignations: Any member of the Board of Directors may resign at any
time by providing written notice to the Alumni Association Secretary.
Section 7.
Removal: Any Director may be removed from office by a majority vote of
all of the other Directors with or without cause. Notice of the date,
time, place and purpose of the meeting at which the removal is to be
acted upon shall be given to such Director intended to be removed at
least ten (10) days prior to the date of such meeting.
Section 8.
Compensation: No director shall receive a salary or other compensation
for service to the Alumni Association as a Board member.
Section 9.
The Board of Directors shall be comprised of at least one representative
from each UCC zone district.
Alumni Association Board of Directors Meetings
Section 1.
Regular Meetings: Regular meetings of the Board of Directors shall be
held as called by the board president and officers during the year.
The date, time, and place of the meeting shall be determined by the
Officers of the association. A meeting notice shall be sent to all
Directors and Officers at least three (3) days in advance of the
meeting.
Section 2.
Special or Emergency Meetings: Special meetings or emergency meetings
of the Board of Directors may be called at any time or place upon the
request of the President and/or two other Board members. All Directors
shall be notified of date, time, place and purpose of special or
emergency meetings.
Section 3.
Attendance: Any Director who misses more than two (2) consecutive
meetings of the Board of Directors or committee meetings without
sufficient cause may forfeit membership on the Board of Directors.
Section 4.
Quorum: Fifty one percent or more of the voting members of the Board of
Directors shall constitute a quorum for the transaction of business at
any meeting of the Board. A majority of members of the Board of
Directors present at a meeting is needed to pass any action by the
Board.
Officers
Section 1.
Officers: The officers of the Alumni Association shall be President,
Vice President/President-elect, Secretary/Treasurer, Immediate Past
President and/or such other officers as may be deemed necessary by
the Board of Directors. These officers shall comprise the Executive
Committee of the Board.
Section 2.
Election of Officers: Officers shall be elected from and by the Board
of Directors to serve for one year (1-year) terms. Officers can serve
more than one consecutive term. The Vice President/President-elect may
be elected as President in the year following his/her service as Vice
President/President-elect unless the Board decides otherwise or unless
the President-elect declines. An ex officio member who is a member of
the Foundation staff may be elected Secretary/Treasurer of the Alumni
Association but may not be elected to any other office.
Committees
Section 1.
Committee Structure: The Board of Directors may establish committees
for general or special purposes to act for such time and in such manner
as the Board of Directors shall determine. Each committee chair shall
be appointed by the board President and shall serve for one-year
(1-year) terms, which are renewable.
Section 2.
Nominating Committee: Nominating Committee functions shall be carried
out by the Executive Committee and shall provide oversight, policy and
direction to the Alumni Board and Umpqua Community College staff in the
areas of recruiting, nominating board members, officers and committee
chairs. The committee shall ensure a team of experienced Board members
who are diverse in regard to their expertise, constituencies, gender
and culture, and who would actively participate in Board and Committee
activities.
Contracts, Disbursements, Deposits, Gifts and Liability
Section 1.
Contracts: The Foundation shall review and sign all agreements and
contracts of the Alumni Association before such contracts are executed
to ensure compliance with Umpqua Community College Foundation policy.
Section 2.
Disbursements: All disbursements shall be made by the Foundation at
the request of a Foundation staff representative, as directed by the
Alumni Association Executive Committee of the Board.
Section 3.
Deposits: The Alumni Association shall deposit all funds of the Alumni
Association with the Foundation for use by the Alumni Association.
Section 4.
Gifts and Revenue: The Foundation shall accept on behalf of the Alumni
Association any operating income and/or gifts for the general purpose
or for any special purpose of the Alumni Association.
Section 5.
Liability: No member or Director of the Alumni Association, without
written authorization, shall incur any debts, liabilities or other
obligations for which the Alumni Association or the Foundation shall
be legally or ethically responsible, and no liability whatsoever
shall attach to the Alumni Association or the Foundation on account
of the unauthorized actions of any member or Director.
Section 6.
Signature Authority: Under the direction of a majority of the
Executive Committee of the Board, a Foundation staff representative
appointed by the Foundation President shall serve as the authorizing
signatory.
Fiscal Year
The business of the Alumni Association shall be conducted on a fiscal year basis. Such fiscal year shall end June 30 of each calendar year.
Indemnification
Any director, officer or former Director or officer of the Alumni Association and his/her heirs, executors and administrators, shall be indemnified by the Alumni Association against expenses reasonably and necessarily incurred by such Director or officer by reason of being or having been such Director or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of such duty or otherwise unauthorized actions of the Director or officer.
Top of pageAmendment to Bylaws
These Bylaws may be amended, repealed and/or new Bylaws may be adopted by a two-thirds (2/3) majority of the Alumni Association Board of Directors present at any regular meeting, or at any special meeting, if ten (10) days written notice is given of intention to amend, repeal or adopt new Bylaws at such meeting, provided the notice of the meeting shall set forth the proposed amendments and purpose thereof. Amended Bylaws shall be subject to the subsequent approval by the Foundation Board of Directors.
Rules of Order and Parliamentary Authority
The rules contained in the most recent edition of Robert's Rules of Order, revised, shall govern all meetings of the Alumni Association and the Board of Directors where such rules are not addressed within the Bylaws or special rules or order adopted by the Board of Directors of the Alumni Association.
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Umpqua Community College is an equal opportunity educator and employer.
Umpqua Community College, PO Box 967, Roseburg Oregon 97470 Phone: (541)440-4600.
This page last updated 8-28-07