Alumni Association Board of Directors Constitution and By-Laws

Approved May 6, 2009

Articles of the Constitution Articles of the Bylaws

Article I – Name

The name and title of this organization shall be the Loyola University New Orleans (“University”) Alumni Association (“Association”).

Article II – Purpose

Guided by the Jesuit principles of men and women with and for others, the Loyola University New Orleans Alumni Association is organized to serve alumni, promote a spirit of cooperation and fellowship among alumni, encourage the development of lifelong relationships between alumni and the University, and foster philanthropic loyalty and support for the University.

Article III – Fiscal Year

The fiscal year of the Association shall coincide with the fiscal year of the University.

Article IV – Membership

The Association shall consist of regular members, honorary members, and associate members, as defined in the By-Laws.

Article V – Board of Directors

Section 1

The Board of Directors is the Association’s governing body. The Board of Directors (“Board”) is the official representative for the Association and is responsible for proper action on matters in which the Association has an interest. The Board has the authority to act for the Association.

Section 2

The composition of the Board of Directors shall be as follows:

  • President
  • President Appointee
  • President-Elect
  • Past-President

Representative from each Shared Interest Organization, as defined in the By-Laws

  • College Representatives
  • At-Large Representatives
  • Representative from each established Regional Chapter
  • Director of Alumni Relations (Ex Officio)
  • Student Representative from the Student Government Association (Ex Officio)
  • Student Representative from the Student Alumni Association (Ex Officio)
  • Faculty Representative (Ex Officio)
  • Chaplain (Ex Officio)
Section 3

All Directors shall be elected or appointed in accordance with the By-Laws.

Section 4

The President shall not be allowed to succeed himself or herself.

Section 5

No person shall hold more than one (1) position on the Board of Directors simultaneously.

Section 6

All Directors, other than ex-officio members, shall have voting rights on all Board matters.

Article VI – Annual Membership Meeting

The annual meeting of the membership for the purpose of transacting such business of the Association as may be brought before the meeting shall be held at the University on a date and a time to be determined from year to year by the Board. Such determination must be at least ninety (90) days prior to said meeting, and, at least thirty (30) days prior to such meeting, each member of the Association shall be notified through a posting on the alumni website of the time and place for such meeting and any other means of notification the Board of Directors deems appropriate.

Article VII – Amendments to the Constitution and By-Laws

The Board of Directors shall have the power to make, amend, and repeal the Constitution and By-Laws at any regular or special meeting of the members of the Board by a vote of two-thirds of the members present, provided the text of the proposed amendment has been mailed or otherwise transmitted to the members of the Board of Directors at least fourteen (14) days prior to said meeting.

Article VIII - Dissolution of Association

In the event of the dissolution of this Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, transfer all of the remaining assets of the Association to Loyola University New Orleans.

Article I – Purpose

Guided by the Jesuit principles of men and women with and for others, the Loyola University New Orleans (“University”) Alumni Association (“Association”) is organized to serve alumni, promote a spirit of cooperation and fellowship among alumni, encourage the development of lifelong relationships between alumni and the University, and foster philanthropic loyalty and support for the University.

Article II – Membership

The Association shall consist of regular members, honorary members, and associate members.

Section 1 Regular Members

Regular members shall include all persons who have completed at least two semesters in the University, the College of Immaculate Conception, the New Orleans College of Pharmacy or the New Orleans Conservatory of Music.

Section 2 Honorary Members

Honorary members shall include:

  1. All persons who have received a degree Honoris Causa by Loyola University New Orleans.
  2. Such persons as the Board of Directors may elect to honorary membership, at the request or with the approval of the President of the University, in recognition of meritorious service to the University or the Association.
Section 3 Associate Members

Parents of current students of the University, parents of regular members of the Association, current and retired staff and faculty of the University, and friends of the University may join the Association as Associate Members. Associate Members may participate in Association activities but shall not have the privilege of voting or holding office in the Association.

Article III – Meetings of the Association

Section 1 Annual Meeting of the Association

There shall be an Annual Meeting pursuant to the Association Constitution.

Section 2 Special Meetings

A special meeting of the Association may be called by the President and shall be called by the President or by the Director of Alumni Relations upon a resolution passed by a majority of the Board of Directors.

  1. Such resolution shall indicate the purpose(s) of the proposed meeting.
  2. Notice of the date, time, place, and purpose(s) of any special meeting shall be given in the same manner as is provided in the case of annual meetings.
Section 3 Quorum

At any annual or special meeting of the Association, those regular members in attendance shall constitute a quorum for the transaction of all business. Only regular members are eligible to vote at any Association meeting.

Article IV – Board of Directors

Section 1 Terms

The terms of the Board of Directors shall be as follows:

Position Term
President One (1) year
President Appointee One (1) year
President-Elect One (1) year
Past-President One (1) year
Representative of each Shared Interest Organization Two (2) years
Representative of the College of Law Alumni Board One (1) year
Two College Representatives Two (2) years
Ten At-Large Representatives Two (2) years, with five (5) being elected each year
Representative of each Regional Chapter One (1) year
Student Representative from the Student Government Association (Ex Officio) One (1) year
Student Representative from the Student Alumni Association (Ex Officio) One (1) year
Faculty Representative (Ex Officio) One (1) year
Director of Alumni Relations (Ex Officio) One (1) year
Chaplain (Ex Officio) One (1) year
All terms shall coincide with the Association fiscal year.
Section 2 Elections and Appointments

The various members of the Board shall be elected or appointed as follows:

  1. The Ten (10) At-Large Directors shall be elected pursuant to the procedures set forth in Article IX of these By-Laws.
  2. The President-Elect, College Representatives, and the University Faculty Representative shall be appointed by the Nominating Committee pursuant to the procedures set forth in Article VIII of these By-Laws.
  3. The Presidential Appointment shall be appointed by the incoming President at his or her discretion.
  4. The Regional Chapter Representatives shall be elected by the Regional Chapters in accordance with their By-Laws.
  5. Representatives from the College of Law Alumni Board and Shared Interest Organizations shall be appointed in accordance with their respective By-Laws.
Section 3 Annual Meeting

The Board of Directors shall hold an Annual Meeting of the members and shall otherwise meet quarterly or as determined by the President or upon the petition of the majority of the Board members eligible to vote on Board matters.

Section 4 Quorum

A quorum of the Board of Directors shall consist of a majority of the members of the Board excluding representatives from chapters and ex-officio members.

Section 5 Eligibility to Serve

All regular members of the Association shall be eligible for membership on the Board and shall be encouraged to serve.

Section 6 Entitlement to Serve

To be entitled to hold an appointed or elected office on the Board, a member must have contributed to the Annual fund or such other university unrestricted fund as of the first meeting of the newly constituted Board, and each member must maintain this annual financial support for the entire term of his or her membership on the Board.

Section 7 One Position

No person shall hold more than one (1) position on the Board of Directors simultaneously.

Section 8 Voting Rights

All Directors, other than ex-officio members, shall have voting rights on all Board matters.

Section 9 Duties of the Board of Directors

The duties of the Board of Directors shall be to:

  • Represent and serve the alumni and student bodies.
  • Act on behalf of the chapters and the general membership.
  • Recommend amendments to the By-Laws.
  • Attend University and Association events as necessary.
  • Approve the Association’s annual operating plan.
  • Approve an appointment to fill any unexpired term that may occur within the board.
  • Review reports and recommendations of committees and implement recommendations.
  • Serve on two (2) or more standing committees.
  • Attend a majority of the scheduled board meetings each year.
  • Promote and communicate to the general community the activities and accomplishments of the Board.
  • Contribute to the University through volunteerism and an annual gift.
  • Perform other duties as required by these Constitution and By-Laws.
Section 10 Order of Business

The President, who is the Chair of the meeting, shall determine the order of business for all meetings of the Association. The Director of Alumni Relations or a representative from the Office of Alumni Relations shall keep minutes of the meeting. Minutes of the meetings shall be kept in the Office of Alumni Relations.

Section 11 Manner of Transacting Business

The business of the Board of Directors shall be transacted in such manner as the Directors may, by resolution, determine from time to time.

Section 12 Open Meetings

Anyone may attend a meeting of the Board of Directors. However, only members of the Board, the Associate and Assistant Directors of Alumni Relations, and the Vice-President of Institutional Advancement may participate in discussion. All other non-members must receive permission of the Alumni Director or the President in advance of the meeting to participate in discussion.

Section 13 Notification

The Alumni Director or President shall give advance notice of all Board meetings in writing or by e-mail no later than ten days in advance of the meeting. Initial notification of regularly scheduled meetings for the year shall constitute such notification.

Article V – Powers and Duties of Officers

Section 1 Officers

The officers of the Association shall be the President, President-Elect, and Past President.

Section 2 Appointed Officers

This Association shall also have a Director of Alumni Relations and Chaplain who shall be appointed by the President of the University.

Section 3 President

The power and duties of the President shall be to:

  1. Represent the Association at College functions as necessary.
  2. Preside at meetings of the Association, the Board of Directors and Executive Committee.
  3. Call special meetings of the Board of Directors and of the Executive Committee.
  4. Consult with the university administration on a regular basis.
  5. Appoint Committee Chairs and Committee Members to serve concurrently with his/her term.
  6. Serve as an ex-officio member of all committees.
  7. Meet with the University Board of Trustees or Committee as assigned by the Board of Trustees.

The term of office of the President shall be one year barring uncontrollable circumstance.

Section 4 President-Elect

The power and duties of the President-Elect shall be to:

  1. Perform all duties of the President in his/her absence or because of his/her inability to act.
  2. Represent the Association at university functions as necessary.
  3. Fill an unexpired term of the President that may occur through resignation, death, removal or inability to serve.
  4. Speak at Association functions and special events as requested by the President.
  5. Serve as a member of the Executive Committee.

The term of office of the President-elect shall be one year barring uncontrollable circumstances.

Section 5 Past President

The President shall serve as Past President for one year following the conclusion of the term of office of President, barring unforeseen circumstances. The power and duties of the Past President shall be to:

  1. Perform duties as the Board of Directors may prescribe.
  2. Serve as an advisor to the President.
  3. Serve as chair of the Nominating Committee.
  4. Speak at Alumni Association functions and special events as requested by the President.
  5. Serve as a member of the Executive Committee.

The term of the office of Past President shall be one year.

Section 6 Director of Alumni Relations

The power and duties of Director of Alumni Relations (who shall be the person appointed by the University to be the Director of Alumni Relations) shall be to:

  1. Plan and manage programs to involve alumni in the life of the University.
  2. Serve or appoint a designee to serve on all committees of the Alumni Association.
  3. Serve as liaison between the Association and the University.
  4. Be responsible for the administration of the Association’s annual budget.
  5. Be responsible for maintaining an accurate record of all official alumni proceedings and reports.
  6. Perform such duties as the President of the University may designate.
Section 7 Alumni Chaplain

The office of Loyola’s Alumni Chaplain will provide a wide array of spiritual support and services, including Mass cards, prayer requests, wedding and funeral services and hospital visits.

Article VI - College Representation

Section 1 Number

Each Represented College shall have two (2) representatives to the Board of Directors. For this purpose, a Represented College is a degree awarding college of the University which has a Dean of the respective college. As of the date of adoption of these By-Laws, current eligible colleges are Humanities and Natural Sciences, Social Sciences, Business, Law, and Music and Fine Arts.

Section 2 Alumni Boards

All colleges with alumni boards or a Shared Interest Organization shall appoint one representative to serve a two year term on the Association Board.

Section 3 Degree Requirement

The representative of a College or school must have been awarded an undergraduate degree from that College, have completed a professional preparatory curriculum in that College, or have been awarded a graduate degree from a program placed in that College.

Section 4 Appointments

College Representatives shall be appointed following the procedures set forth in Article VIII of these By-Laws.

Article VII – The Nominating Committee

Section 1 Duties and Responsibilities

The Nominating Committee shall be responsible for nominating candidates for all elected positions on the Board and selecting qualified alumni for the appointed positions on the Board. The Committee shall appoint one qualified alumna/us for each appointed position. The Committee shall nominate at least one qualified alumna/us for each elected position, but may nominate as many qualified alumni as it chooses. Section 2 Members The Nominating Committee shall consist of the following individuals:

  • President
  • President-Elect
  • Past President as chair
  • Two (2) members appointed by the President and approved by the Board of Directors.
  • One representative from the Past President Council as described in Article XIV.
Section 3 Director

The Director of Alumni Relations shall serve as an ex-officio member with no voting privileges.

Section 4 Chair

The Chair of the Committee shall be the Past President.

Section 5 Appointed Members

The two (2) members appointed by the President shall be Regular Members of the Association.

Section 6 Eligibility

No member of the Committee shall be eligible to run for election or to be appointed to the Board for the fiscal year immediately following his or her membership on the Committee, although he or she may be a current member of the Board.

Section 7 Timeline

The Nominating Committee shall be appointed by January 1 of each year. The Committee shall meet thereafter as determined by the Chair. The Committee shall present the Board with its list of nominees for elected positions and its list of appointments to the appointed positions at the March Board of Directors meeting.

Section 8 Criteria

In evaluating candidates for the elected and appointed positions on the Board, the Nominating Committee shall determine whether the candidate is willing to serve on the Board. In addition, the Committee shall consider the following:

  • Prior Association experience and participation.
  • Interest in University and Association goals.
  • Time availability.
  • Additional vocational, civic and community experience.
  • Consistent record of financial support of the University, verified by the Alumni Director.
  • Any other qualities considered appropriate by the Nominating Committee.

Article VIII - Appointment Procedures

Section 1 Procedures

Upon receipt of the names of the alumni appointed to appointed positions on the Board, the Director of Alumni Relations shall confirm that each of the appointed alumni meets membership requirements. No later than the March Board of Directors meeting of each year, the Director of Alumni Relations shall distribute a list of the appointments to each member of the current Board. Each member of the Board shall have thirty (30) days from the date of mailing or other distribution of the appointments list to object in writing to the Director of Alumni Relations to any of the alumni so appointed. For purpose of this section, the written objection must arrive at or be delivered to the Association office within this thirty-day period. The final day of the thirty-day period shall be clearly stated in the communication transmitting the list of appointees to the Board members. If two-thirds (2/3) or more of the Board members so object to a specific appointment, that person shall not be appointed to the Board.

Section 2 Board Rejection

Should an appointment be rejected by the Board under Section 1 above, the President of the University shall name a replacement. Such appointment shall be final.

Article IX - Election Procedures

Section 1 Ballot

Upon receipt of the nominations for elected positions, the Director of Alumni Relations shall confirm that each of the nominated alumni meets membership requirements. The Director of Alumni Relations shall prepare a ballot and mail it to all current board members, including the Chapter Presidents, by April 7 of each year. The ballot shall provide space for write-in votes.

Section 2 Vote

The current board members, including the Chapter Presidents, may vote for any number of candidates for the At-Large positions on the Board up to a total of five (5). Each voter may write-in the name or names of other eligible alumni, as long as the total number of candidates voted for and written in does not exceed five (5).

Section 3 Procedures

Current board members may return their completed ballots by mail, by facsimile transmission, or by any other method approved by the Nominating Committee prior to the date the ballots are mailed. The ballot shall only be valid if received in the Office of Alumni Affairs no later than 4:30 PM on April 30, or the next business day if April 30 falls on either a Saturday or a Sunday.

Section 4 Certification

The Director of Alumni Relations shall be responsible for certifying that each ballot is valid and cast by a member of the current board and for counting the votes cast. No votes may be counted until the deadline for voting has passed. The Chair of the Nominating Committee shall certify the validity of the election.

Section 5 Tie Vote

The five (5) At-large Director nominees gaining the highest number of votes shall be declared elected. In the event of a tie for one or more of the At-Large positions, those positions will remain unfilled. The positions will be filled from among the candidates involved in the tie by a vote of the newly elected Board of Directors at the first Board meeting. Each candidate will be allowed to make a presentation to the Board of Directors prior to such election.

Article X – Board Vacancies

Section 1 Temporary Absence of the President

In the absence of the President, meetings of the membership, the Board of Directors and the Executive Committee shall be convened and presided over by the President-Elect or the Past President in that order.

Section 2 Presidential Resignation

In the event that the President resigns or is otherwise unable to fulfill his or her duties for any part of his or her term, the President-Elect or Past President in that order shall execute the powers and responsibilities of the Office of the President for the remainder of the fiscal year. Such service by the President-Elect shall not prevent the President-Elect from serving as President during the next fiscal year.

Section 3 Board Vacancy

In the event an appointed or elected position shall become vacant during the fiscal year, a replacement shall be named by the President, subject to the approval of a majority of the Board of Directors so voting at its next scheduled meeting.

Section 4 Removal

A Board Member can be removed for cause under the following circumstances:

  • A Board Member can be removed after two consecutive unexcused absences from regularly scheduled meetings. The Director of Alumni Relations and President shall determine whether an absence is excused at their discretion.
  • Removal of the Member from the Board for any other reason shall occur upon the recommendation of the President and shall occur by a majority vote of the Executive Committee members in attendance or voting by a proxy at a regularly scheduled meeting of the Executive Committee. To be valid, a proxy must be presented in writing or by e-mail to the Director of Alumni Relations prior to the beginning of the meeting where the vote occurs. The members of the Executive Committee shall be informed in writing or by e-mail that such a vote will be held no later than seven (7) days before the date of the meeting where the vote will take place.
  • The Board member being considered for removal shall be notified of the Executive Committee meeting in writing or by e-mail no later than seven (7) days before the date of the meeting where the vote will take place and shall have the right to address the Executive Committee at the meeting.
  • If a member is removed from the Board under these rules, he or she shall be replaced in accordance with section 3 of this Article X.

Article XI – Shared Interest Organizations

Section 1 Definition

Officially recognized Association groups organized through mutual interest; including, but not limited to academic areas of study, profession, athletics, fraternal involvement, or constituency characteristic, will be considered eligible to apply for chartering.

Section 2 Application for Chartering

Alumni meeting the membership requirement of the Association outlined in Article II may petition the Board of Directors to be chartered as a Shared Interest Organization of the Association.

Section 3 Chartering

Groups requesting to be certified as Shared Interest Organizations must complete the following documentation for presentation to the Board:

  1. Application form.
  2. Acceptance of mission and standard by-laws of the Association.
  3. Acceptance of standards as set by the Board of Directors.
  4. Formation of a chartering steering committee.
  5. Completion of interest level mailing.

Upon completion of these requirements, the Director of Alumni Relations shall present the application for charter to the Board of Directors at its next meeting.

Section 4 Standards

Once chartered, a Shared Interest Organization must prepare a set of By-Laws, which must be approved by the Executive Committee, and is expected to meet basic standards in the areas of Programming, Reporting, Financial Responsibility and Membership.

Section 5 Modifications

The Board may modify, change, or add to these standards. The Board will communicate such changes, additions, and modifications to the Shared Interest Organizations.

Section 6 Active Shared Interest Organizations

There are two (2) active groups that will be grandfathered in as of the date of adoption of these By-Laws as Shared Interest Organizations. They are the College of Business Alumni Board and the Young Alumni Board. Both Shared Interest Organizations have representation on the Board of the Association.

Article XII - Chapters

Section 1 Application for Chartering

Alumni meeting the membership requirement of the Association outlined in Article II may petition the Board of Directors to be chartered as a chapter of the Association. Groups organized strictly through geographic commonality will be considered eligible to apply for chartering.

Section 2 Chartering

Groups requesting to be certified as chapters must complete the following documentation for presentation to the Board:

  1. Application form.
  2. Acceptance of mission and standard by-laws of the Association.
  3. Acceptance of chapter standards as set by the Board of Directors.
  4. Formation of a chartering steering committee.
  5. Completion of interest level mailing.

Upon completion of these requirements, the Director of Alumni Relations shall present the application for charter to the Board of Directors at its next meeting.

Section 3 Chapter Standards

Once chartered, a Chapter must prepare a set of By-Laws, which must be approved by the Executive Committee, and is expected to meet basic standards in the areas of Programming, Reporting, Financial Responsibility and Membership as outlined in the Chapter Leadership Handbook.

Section 4 Modifications

The Board may modify, change, or add to these standards. The Board will communicate such changes, additions, and modifications to the Chapter Presidents.

Article XIII – Other Standing Committees

Section 1 Establishment

There shall be an Executive Committee, a Nominating Committee, and such other committees that the Board may establish (the “Committees”) to ensure that the then key functions of the alumni relations effort at Loyola University New Orleans are addressed by the Board. Other active Board Committees are the:

  • Admissions Committee
  • Event Programming Committee
  • Regional Chapter Committee
  • Scholarship Committee
  • Annual Fund Committee
  • Career Networking Committee
  • Community Service Committee
  • Ignatian Spirituality Committee
  • Greek Alumni Programming Committee
Section 2 Ad Hoc Committees

The Executive Committee may appoint Ad Hoc Committees, as it deems necessary. Ad Hoc Committees will function as directed in and exist for the period of time stated in the resolution, creating the committee.

Section 3 Committee Membership

Any Committee, except for the Executive and Nominating Committees, shall consist of a Chair as appointed by the President, and other members of Board of Directors, along with the Director of Alumni Relations and/or the Associate or Assistant Director of Alumni Relations. Non board members may be asked and encouraged to serve on a committee at the request of the President, Director, or Chair of the Committee.

Section 4 Executive Committee

The Executive Committee of the Board of Directors shall be comprised of the President, President-Elect, Past President, Director of Alumni Relations, and one member of the Board of Directors appointed by the President, to serve concurrently with the President's term. The President shall serve as Chair. The Executive Committees responsibilities are as follows:

  • Develop an annual operating plan for presentation to the Board.
  • Approve annual budget for the Board of Directors, Committees of the Board of Directors, and funds granted to the Regional Chapters.
  • Charge standing and ad hoc committees.
  • Represent the Association at University events.
  • Act as a liaison to the University and the Office of Alumni Relations.
  • Consider Alumni issues during periods between Board of Director meetings.

The Executive Committee shall meet as called by the President.

Section 5 Regional Chapter Committee

The Regional Chapter Committee shall consist of the Presidents of all the Regional Chapters. Members will serve as a resource to each other in helping to build Loyola’s Chapter network.

Section 6 Admissions Committee

This national committee’s function is to provide key volunteers to assist the Office of Admissions in the recruitment of students. The committee chair will be chosen from a recommendation by the Office of Admissions.

Section 7 Scholarship Committee

This committee shall award the alumni legacy scholarship and the Alumni Association Graduation Award annually. The committee shall meet to review the scholarship criteria and selection process.

Section 8 Annual Fund Committee

This committee shall work in conjunction with the development division under the leadership of the director of the annual fund. The chair of this committee is to be recommended by the director of the annual fund.

Section 9 Joint Career Network Committee

The committee will work as key volunteers under the leadership of the Office of Career Development. The chair of this committee will be chosen from a recommendation from the Office of Career Development. Members of the College of Business Alumni Board and Young Alumni Board shall have representatives on this committee, and no duplicate committee shall be established.

Section 10 Joint Community Service Committee

This committee will create opportunities for Loyola alumni to participate in service projects and advance the greater mission of Loyola. It will plan Wolves on the Prowl, a nationwide alumni community service day where students, alumni, parents, and friends across the country work together to be men and women for others. Members of the College of Business Alumni Board and Young Alumni Board shall have representatives on this committee, and no duplicate committee shall be established.

Section 11 Ignatian Spirituality Committee

Animated by a Jesuit spirituality that seeks to find God in all things, this committee will create opportunities to enrich prayer and the spiritual lives of our alumni community. This committee shall work closely with the Office of Mission and Ministry.

Section 12 Greek Alumni Programming Committee

The members of this committee shall have been members of Greek organization while student(s). This committee will be responsible for the recruitment of volunteers and the coordination of activities for Greek alumni.

Section 13 Committee Meetings

All committees shall meet at the call of the chair of the Committee. Committee chairs shall prepare quarterly reports of the activities. Such reports shall be included in the board packets distributed to board members prior to each quarterly board meeting. Committees shall keep minutes of their meetings and shall forward a copy of the minutes to the Director of Alumni Relations.

Article XIV - Council of Past Presidents

There shall be a Council of Past Presidents whose membership shall consist of all living past presidents of the Association. The purpose of the group will be consultative in nature; that is, the Board may wish to draw upon the collective experience of the group on matters concerning policies and programming, and such other matters as the Board of Directors may request. The Council of Past Presidents will have the opportunity to convene formally at least once a year, or more frequently, as needs of the Council of Past Presidents or the Board may determine. The Council of Past Presidents members may receive minutes of the Board meetings and other materials of interest, including items they might request.

Article XV - Indemnification of Directors and Officers

Officers and Directors of the Association are indemnified and insured against liability under the University’s General Umbrella Liability Policy.

Article XVI - Conflict of Interest

Any director, officer, staff member, or committee member having a material financial interest, or having an immediate family member with a material financial interest, in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval or ratification shall make a prompt, full and frank disclosure of such person’s interest to the Board or committee prior to its acting on such contract of transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse to the corporation’s interest. The board or committee to which such disclosure is made shall thereupon determine, by majority vote whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or respond to questions) in the discussions and deliberations with respect to such contract or transactions. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present. For purposes of this Section, a person shall be deemed to have a “material financial interest” in a contract or other transaction if such person is the party (or one of the parties) contracting or dealing with the corporation, or is a governor, trustee or officer of, or has a significant financial or other interest in, the entity contracting with the corporation.

Article XVII- Third Party Contract Approval

All Committees, Shared Interest Organizations, and Chapters of the Association shall submit any proposed contract with a third party to the Director of Alumni Relations for appropriate review and approval before execution of said contract. Authorization to enter into such a contract on behalf of the Association is governed by policy of the University.

Article XVIII – Amendments to the By-Laws

The Board of Directors shall have the power to make, amend, and repeal By-Laws not inconsistent with the Constitution at any regular or special meeting of the members of the Board by a vote of the majority of the members present, provided the text of the proposed amendment has been mailed or otherwise transmitted to the members of the Board of Directors at least seven (7) days prior to said meeting.