Randolph-Macon Academy Alumni Association Bylaws
Approved at the October 18, 2014, Alumni Annual Meeting
ARTICLE I—NAME, MISSION, & PURPOSE
1.1—The name of the organization shall be Randolph-Macon Academy Alumni Association (hereinafter referred to as the Association).
1.2—The mission of the Randolph-Macon Academy Alumni Association is to engage all alumni in the sustainability and improvement of the Academy through service and commitment to the institution.
1.3—The purpose of the Association shall be to provide a forum for the support of Randolph-Macon Academy and to promote the close association of alumni and to stimulate their interest and participation in Association and Academy activities.
2.1—Any graduate or former student who attended at least one (1) semester shall be a member of the Association. Members shall be voting members of the Association.
SECTION 2—HONORARY MEMBER:
2.2—Honorary Members are friends of the Academy who have made significant contributions to the benefit of the Academy. Such contributions may be non-monetary in nature. Individuals are appointed an Honorary Member of the Association by a majority vote of the Association Board and confirmation by a majority vote at the Annual Meeting of the Association. Honorary Members shall not be voting members of the Association.
SECTION 3—STUDENT MEMBER:
2.3—Student members shall be two (2) current students of the Academy; one (1) Senior and one (1) Junior who are selected by the President of the Academy and confirmed by the Association Board. Student Members shall be voting members of the Association.
ARTICLE III—MEETINGS OF THE ASSOCIATION
SECTION 1—ANNUAL MEETING OF THE ASSOCIATION
3.1—An Annual Meeting of the Association shall be held for the purpose of electing officers and board members.
At the Annual Meeting of the Association, the outgoing President shall issue a report as to the status of the Association, and the incoming President shall issue a plan for activities and programs to be accomplished in the subsequent year. In the event that there is no change in President, the plan for activities and programs to be accomplished in the subsequent year shall be presented by the President.
A written Treasurer’s report will be provided to each member of the Association attending the Annual Meeting of the Association, and such report will detail the financial activities of the Association during the preceding year.
A written Secretary’s Report will be provided to each member of the Association attending the Annual Meeting of the Association, and such report will detail the minutes and actions of the Association at the Annual Meeting of the Association which took place during the preceding year.
The annual meeting shall be held during Homecoming, and transaction of general business shall follow an agenda provided to each member of the Association.
3.2—Written or electronic notice, or an article in The Sabre or other alumni news stating the place, date and time of the Annual Meeting of the Association shall be forwarded to each member entitled to vote at such meeting not less than twenty (20) days before the date of such meeting by or at the direction of the President.
3.3—A quorum for the transaction of business at the Annual Meeting of the Association or any special meeting of the Association shall be a quorum of twenty-five (25) members.
3.4—Proxy voting is not permissible unless specifically authorized by the Association Board.
SECTION 5—MANNER OF VOTING:
3.5—A majority of the votes of members present at any meeting of the Association shall be necessary for the adoption of any matter voted upon, unless a greater proportion is required by law or by these bylaws.
3.6—The order of business of meetings of the Association shall be determined by the Association Board. Robert’s Rules of Order shall be used as a guideline to govern all deliberations when not in conflict with these bylaws or rules of procedure adopted by the Association Board.
ARTICLE IV—BOARD OF DIRECTORS
SECTION 1—POWERS AND DUTIES:
4.1—The affairs of the Association shall be managed by its Board of Directors. It shall be the duty of the Board to carry out the purpose of the Association, and to ensure that the Association’s resources are effectively applied in concert with its stated purpose. The Board of Directors shall be the final authority for the approval of the Association’s annual budget. Throughout these bylaws, “Board of Directors” is synonymous with “Association Board,” and “Board.”
SECTION 2—NUMBER, TENURE, & LEADERSHIP:
4.2—The Board shall have a President, a maximum of two Vice Presidents, a Secretary-Treasurer, a Sergeant-at-Arms, a Chaplain, and up to ten at-large members with emphasis placed on diversity of graduating decades.
The elective term shall be three (3) years.
Vacancies on the Board may be provisionally filled by a two-thirds vote of the Board.
Any Board member who fails to attend at least two (2) consecutive meetings or fifty percent (50%) of the regular meetings during any given board-term year, without giving proper advanced notice of the absence to the President, shall be considered to have tendered his or her resignation.
A Board member may resign at any time during his or her term by submitting a letter, written or electronic, to the President.
The position of Chaplain shall be a full voting member of the Board and will conduct all prayers and counseling in accordance with the standard proceedings of meetings of the Association, the Board, and the Executive Committee.
A Board member may request an extended leave of absence. The request must be approved by a majority vote of the Board, determined to be present at the next meeting and is to be reviewed each term year by the Nominating Committee.
A Board member who has served with exceptional distinction and sustained commitment to the Association and the Academy may be recognized as a Board Member Emeritus. This distinction is granted by a two-thirds (2/3) vote of the Board of Directors and confirmation by a majority vote at the Annual Meeting of the Association. Board Members Emeritus are invited to attend all meetings of the Association and the Association Board. Board Members Emeritus are not permitted to vote at, nor are counted in order to meet the quorum requirements for meetings of the Board of Directors.
4.3—Members, Honorary Members and Board Members Emeritus of the Association are eligible for nominating a Member for the Board of Directors. Only Members are eligible to be nominated to the Board of Directors.
SECTION 4—REGULAR MEETINGS:
4.4—The Board of Directors shall meet at least three (3) times a year on dates the President deems most advantageous, and at such other times as the President or the Board may deem necessary.
At least one (1) Board meeting each year shall include meetings of the Board’s Standing Committees.
At least two (2) weeks written notice shall be provided by or at the direction of the President.
Nothing in this section shall be construed to prohibit meetings of the Board of Directors from taking place via teleconference.
4.5—A simple majority of voting Board members present, in person or electronically, shall constitute a quorum for the transaction of business at any meeting of the Board. Board Members Emeritus will not be tallied toward a quorum.
SECTION 6—MANNER OF VOTING:
4.6—The vote of a majority of the Board members present at which a quorum has been determined shall be the act of the Board, unless the vote of a greater number is required by law or by these bylaws. Voting may be conducted in person, by email, or by teleconference. During a teleconference vote, voting must be done by roll call.
Proxy voting by Board members is not permitted.
SECTION 7—INFORMAL ACTION:
4.7—Any action that may be taken at a Board meeting may be taken with the concurrence of the President and the Vice President without a meeting if the action so taken is subsequently approved prior to the next regular meeting of the Board by three-fourth (3/4) of the Directors eligible to vote.
5.1—The officers of the Association shall be a President, a Vice President, a Secretary-Treasurer, and a Sergeant-at-Arms. No person may hold more than one office.
SECTION 2—ELECTION AND TERM
5.2—The officers, upon nomination by the Board of Directors, shall be elected for one (1) year by the voting membership at the Annual Meeting of the Association.
5.3—A vacancy in any office may be filled by the Board of Directors for the un-expired portion of the term of that officer. A vacancy in the office of President shall cause the Vice President to be the acting President until the next board meeting, at which time such vacancy shall be filled by action of the Board.
5.4—The President shall be the chief executive officer of the Association. They shall preside over all meetings of the Board of Directors and meetings of the Association. The President will not make motions, and shall be a non-voting member of the Board, except they may vote to break a tie vote of the Directors on any issue. The President will propose chairman and members for all committees for the Board’s approval. They are responsible to form ad hoc committees and appoint a chair and members of such committees to respond to special needs of the Board or to respond to specific situations that require unique and specialized attention to support the mission of the Board. They shall be an ex-officio member of all committees in the Association with exception of the Nominating Committee.
The President is an ex-officio member of the Randolph-Macon Academy Board of Trustees and as such will express the position and efforts of the Association to the Board of Trustees, and vote in accordance with the direction of the Association. They will attend all Board of Trustees meetings, or in their absence with permission from the President of the R-MA Board of Trustees, will assign an officer of the Association to attend as their representative.
The President will report to the membership at the annual membership meeting the status of the Association, the financial security and the endeavors and programs of the Association as it relates to the mission of the Association.
The President may sign, with any other officer, any document which the Board has authorized to be executed, and shall perform such other duties as are necessarily incident to the office of the President, or as may be prescribed by the Board. The President can individually approve expenditures up to $500.
SECTION 5—VICE PRESIDENT
5.5—The Vice President shall assist the President and shall perform such other duties as may be delegated by the President or assigned by the Board of Directors. In the absence of the President, the Vice President shall preside at meetings of the Association and of the Board.
5.6—The Secretary-Treasurer shall have oversight responsibility for all funds designated to the Association and for the financial records. They shall, to the best of their ability, endeavor to assure the proper accounting of contributions received, expenditures thereof and charges thereto. They shall prepare, with the assistance of the Academy staff, a written status report regarding the Association’s receipts and expenditures and present such reports at each regular meeting of the Board of Directors. The Secretary-Treasurer can individually approve expenditures up to $500. They shall perform such other financially related duties as may be assigned to them by the President. They shall serve as Chairman of the Budget Committee.
The Secretary-Treasurer shall record the minutes of the Board meetings and Association meetings and shall distribute a draft copy of such minutes within thirty (30) days after such meetings to all Board members for review prior to final publication. They shall maintain a permanent record of such minutes. They shall see that all notices are duly given in accordance with the provisions of these bylaws. The Secretary shall provide an updated list of resolutions passed by current and past Boards that effect the operation and budget of the Board. They shall see that all documents, the execution of which on behalf of the Association, are duly authorized in accordance with the provisions of these bylaws.
5.7—The Sergeant-At-Arms serves in any capacity as directed by the President; assists in the preparation and control of the meeting place; and assists in conducting all meetings according to parliamentary procedure as guided by Robert’s Rules of Orders, Newly Revised.
The Sergeant-At-Arms (SA) plays a key role in the orderly conduct of meetings–beginning with the physical set-up, assuring that items required for the meeting are on hand, and assisting with maintaining order during the meeting. The Sergeant-At-Arms tallies any votes taken during a Board meeting. The SA also can help set the “tone” of the meeting by making sure guests and new members are properly introduced and made to feel comfortable before, during, and after the meeting. The SA also assists with membership by providing applications to prospects and providing sign-in sheets (to include name, address, phone) so that guests and prospects can be contacted in the future.
SECTION 1—EXECUTIVE COMMITTEE
6.1—The Executive Committee shall be comprised of the President, the Vice President, the Secretary-Treasurer, the Sergeant-At-Arms, the immediate Past President, the Chairman of the Nominating Committee, and may include one (1) other person as identified by the Executive Committee for the purpose of addressing subjects requiring action before or after meetings of the Board. This committee shall be authorized to commit unanticipated, non-budget expenditures up to an annual aggregate of $5,000, and such actions shall be reported to the Board at the subsequent Board meeting
SECTION 2—NOMINATING COMMITTEE
6.2—The Chairman and members of the Nominating Committee will be appointed by the President and confirmed by the Board within thirty-days (30) of the election of officers and shall serve for a term of one (1) year. The Committee shall serve from the first Board Meeting following the Annual Meeting of the Association until the corresponding meeting in the following year. The Chairman of the Nominating Committee shall be a member of the Board. The Committee shall consist of not less than three (3) Association members, one of whom shall be the immediate Past President if available.
This Committee shall identify, interview, evaluate and perform initial introduction of responsibilities of a Board member to prospective members of the Board of Directors. The Nominating Committee shall present to the Board all prospective members for approval by the Board.
The Nominating Committee shall have the responsibility of assuring that the Board is staffed with adequate Directors to fully carry out the Mission and responsibility of the Board of Directors.
The Chairman of the Nominating Committee shall monitor attendance of all Board members, identifying any potential problems of absenteeism, and communicate with the Board member in an attempt to ascertain the ongoing commitment and contributions of that director. The Chairman shall report to the Board, any determinations and/or recommendations as it relates to a director’s continued participation and continuance on the Board, and shall communicate to the Director any direction dictated by the Board.
This Committee shall present to the Board for consideration and approval, candidates for status as officers and members of the Alumni Board at the regular scheduled Board meeting immediately preceding the Annual Meeting of the Association meeting, but not less than twenty (20) days prior to of the Annual Meeting of the Association.
This committee shall have as one of its primary responsibilities the recruitment of new Directors and, in conjunction with Committee Chairmen, members of the Board’s standing committees. The Committee should work with the Academy President, Director of Development and Alumni Programs, Director of Planned Giving and Alumni Outreach, Vice President of Development and Alumni Programs, Board of Trustees, and all other applicable parties to ensure that Directors are recruited in a timely manner.
The Chairman of this committee shall present to the membership at the Annual Meeting of the Association the slate of officers approved by the Board, and accept nominations from the floor for other officers for consideration, as well as Directors for election to the Board in addition to those Directors appointed by the Board.
SECTION 3—HOMECOMING COMMITTEE
6.3—The Homecoming Committee shall be a standing committee, the Chairman of which shall be a Director appointed by the President and confirmed by the Board. This committee shall be comprised of no more than nine (9) members who are appointed by the Chairman. This committee shall have as its primary responsibility, the coordination, organization, and execution of all activities associated with the annual Homecoming Weekend.
SECTION 4—BUDGET COMMITTEE
6.4—The Budget Committee shall be a standing committee, the Secretary-Treasurer shall be the Chairman. This committee shall be comprised of no more than nine (9) members who are appointed by the Chairman. This committee shall have as its primary responsibility, the formulation, implementation, and oversight of the Association’s budget including all associated trust funds.
SECTION 5—RULES AND PROCEDURES COMMITTEES
6.5—The Rules and Procedures Committee shall be a standing committee, the Chairman of which shall be a Director appointed by the President and confirmed by the Board. This committee shall be comprised of no more than nine (9) members who are appointed by the Chairman. This committee shall have as its primary responsibility, formulation and implementation of all rules and procedures which govern the activities of the Association and the Association Board including evaluation and modification of the bylaws. The committee is responsible for creating “expectations” for Board members.
SECTION 6—YOUNG ALUMNI/DEVELOPMENT COMMITTEE
6.6—The Young Alumni/Development Committee shall be a standing committee, the Chairman of which shall be a Director appointed by the President and confirmed by the Board. This committee shall be comprised of no more than nine (9) members who are appointed by the Chairman. This committee shall have as its primary responsibility the formulation and implementation of activities and programs that function to encourage and promote service to the Academy and the Association by all members of the Association. This committee shall also be responsible for encouraging and promoting participation in the Association and Board by young alumni.
SECTION 7—AD HOC COMMITTEES
6.7—The President of the Board may appoint such other committees as deemed necessary and to support the mission and activities of the Board. Such committees serve at the appointee’s pleasure and may be appointed annually and shall be chaired by, and with, a majority composed by Board members.
ARTICLE VII—AMENDING BYLAWS
SECTION 1—PROCEDURES FOR AMENDMENTS
7.1—These Bylaws may be altered, amended or repealed and shall be adopted by two-thirds (2/3) vote of the membership present and voting at the Annual Meeting of the Association. Notification to the Association that there will be proposed amendments shall be made as outlined in Article 3, Section 2.
SECTION 2—BOARD OF TRUSTEES APPROVAL OF BYLAWS
7.2—Any and all Bylaws, alterations to, amendments to, repeals to or changes of any type should be coordinated through the Association’s President and the Executive Committee of the Board of Trustees for approval. This should be accomplished prior to presentation to the Association for their approval at the Annual Meeting.
8.1—Every Director and Officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him in connection with any proceeding to which he may be made a party or in which he may become involved by reason of his being or having been a Director or Officer of the Association, or any time such expenses are incurred except in such cases where in the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties.
9.1—The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be disbursed to Randolph-Macon Academy for the purpose(s) as specified by the Board of Directors.