Constitution and Bylaws
Brock University Alumni Association
Constitution and Bylaws
Constitution of the Brock University Alumni Association
Article I: Name
- The name of this organization shall be the “Brock University Alumni Association Inc.” hereinafter referred to as the “Association”.
- Hereinafter, the name “University” shall be taken to mean Brock University.
- Hereinafter, the name “Board” shall be taken to mean the Board of Directors of the Association.
Article II: Objects
The objects of the Association, as set out in the Letters Patent, are as follows:
- To unite and organize the Alumni body to which all graduates of Brock University belong;
- To maintain and promote unity among graduates and to promote a spirit of friendship among these graduates;
- To instil in graduates a feeling of unity with their University;
- To support the University;
- To foster a spirit of loyalty among the members of the University;
- To receive and maintain a fund or funds and other property and to apply from time to time, all or a part thereof or the interest there from or the principal if necessary for charitable purposes including, without limiting the generality of the foregoing, the making or awarding, if and when the Corporation, from time to time, may deem advisable, of gifts or awards to individuals or organizations connected with Brock University or Brock University itself to assist in the furtherance and promotion of the fields of education, the arts and recreation.
Article III: Membership
Membership shall be composed of all persons who have received degrees, diplomas or certificates from the University.
The following persons shall be honorary members of the Association:
- Persons who have received honorary degrees from the University;
- Persons elected to membership by the Board;
- The Chancellor and the President of the University.
Article IV: Board of Directors
- The affairs of the Association shall be administered by a board whose head office shall be at the University in the City of St. Catharines, in the province of Ontario. The Board shall exercise all the powers of the Association required by this constitution and bylaws.
- The Board shall normally consist of up to 15 members elected from the Association membership. In addition, Senior Administrator of the Office of University Advancement, or his/her delegate, shall have ex-officio (non-voting) status on the Board.
- The term of office for board members shall normally be for a period of three years, commencing at the Annual General Meeting and terminating at the Annual General Meeting three years hence. Board members may serve no more than two consecutive terms, after which they must resign from the Board for at least one term.
- The duties of a board member shall be as follows:
4a. To attend scheduled board meetings;
4b. To actively participate on at least one committee;
4c. To undertake such other duties as may be assigned by the Board.
Article V: Officers
- At the first board meeting following the Annual General Meeting, the Board shall elect from its members, Officers consisting of a President, Vice-President, Secretary-Treasurer. Succession to the position of president shall normally occur through the position of vice-president. Board members shall have normally served at least one year on the board before placing their name for election as an officer.
- The Officers shall normally hold office for a term of one year, until the next Annual General Meeting. No Officer shall hold a term of office for more than three consecutive years in the same position.
- During intervals between meetings of the Board, the Officers shall have and may exercise all the powers of the Board in managing the affairs of the Association, reporting such business for ratification at the next Board meeting.
- At the first board meeting following the Annual General Meeting, the board shall identify committees that are required to support Board priorities and shall elect from its members the chairs of such committees.
- The duties of the Officers shall be as follows:
5a. The President shall assume all of the responsibilities and discharge all the obligations and duties generally pertaining to that office. He/she shall preside at all meetings of the Board, sign all minutes, present a report of the activities of the Association at the Annual General Meeting and perform any other duties as may be determined by the Board from time to time. The President shall vote only in the event of a tie. He/she shall be an ex-officio member of the Planning Committee.
5b. The Vice-President shall assist the President, perform the duties of the President in his/her absence and perform any other duties as may be determined by the Board or the President from time to time.
5c. The Past President (ex-officio) will be invited to chair the Nominating Committee. He/She shall chair the elections at the Annual General Meeting and the election of officers at the Board meeting following the Annual Meeting. In the event that the Past President declines the position, the Board will choose by majority vote, a volunteer member of the Association to chair the Nominating Committee.
5d. The Secretary-Treasurer shall present a report of the financial status of the Association at each Board and Annual General Meeting, or when called upon by the Board. He/She shall be an ex-officio member of the Audit Committee.
Article VI: Meetings
The general procedure at all meetings shall be that set forth in Robert’s Rules of Order.
Annual General Meeting:
- There shall be an Annual General Meeting of the Association held during the occasion of the annual Homecoming. The order of business shall be: Minutes of the previous Annual General Meeting, reports by the President, reports from standing committees including a financial report; and annual or other business.
- A quorum for the Annual General Meeting shall be 12 or more members of the Association.
- Special general meetings of the Association may be called at any time by the Board.
Board of Directors Meetings:
- The Board shall normally meet a minimum of 6 times a year in addition to the AGM. Preferences will be given to weekend morning meetings, with July, August and December excepted.
- A quorum for board meetings shall be a simple majority of the members of the Board.
- Board members shall be given ten days notice in writing of any regular meeting of the Board. This notice can occur by mail or email to his/her address with an expectation to confirm attendance in a timely manner.
- Board members must signify their non-attendance at a Board meeting by notifying the Executive Director at least five days prior to the scheduled meeting.
- The president shall clarify the commitment of any board member and whether they would be included in determining quorum if a member has missed two consecutive board meetings without approval of the board and report such findings to the board at the next scheduled meeting.
Article VII: Nominations & Elections
- At the May board meeting, the Board shall select from among its members, a Nominating Committee consisting of four persons. The President shall be an ex-officio member of this committee.
- The Nominating Committee shall encourage and receive all nominations delivered on the appropriate form to the Alumni office on or before 14 days prior to the Annual General Meeting.
- The Nominating Committee shall submit, in alphabetical order, the names of candidates for membership on the Board to the Association at the Annual General Meeting. In addition, the Nominating Committee shall submit a slate of Officers to the Board at the first meeting following the Annual General Meeting.
- Nominations may also be made from the floor at the Annual General Meeting, in the event that the Nominating Committee does not present a full slate of Directors.
- Upon completion of all formal nomination procedures, elections, if necessary, will be by secret ballot.
- A vacancy on the Board shall be filled by a majority vote of the Board.
Article VIII: Local Chapters
Any ten members of the Association residing in any locality or geographic area may make application to form a local chapter. Upon approval of the Board, the group may be enrolled as an established chapter of the Association provided that:
1. Not more than one chapter be approved in any one locality or area.
2. The constitution and bylaws by which any such chapter is governed meet with the approval of the Association.
2a. Each chapter shall aid the Alumni office in maintaining accurate lists of names and addresses for alumni in the chapter.
2b. Each chapter shall use its best efforts to build the membership of the Association and to advance its interests and those of the University.
2c. Each chapter shall provide the Board with an annual report of its activities.
Article IX: Amendments to the Constitution
- Amendments to the constitution shall require approval of two-thirds of the Association members present at an Annual General Meeting.
- Copies of proposed amendments must be distributed to members of the Association at least four weeks prior to the Annual General Meeting.
Article X: Amendments to the Bylaws
The Board shall pass such bylaws or resolutions as it deems necessary for the effective administration and government of the Association and may repeal or amend such bylaws or resolutions from time to time, subject to ratification by the members of the Association, if required by law.
The Office of Alumni Relations shall provide staff personnel as available resources permit, to assist the Association. The staff responsibilities, in support of the Association’s activities, shall be as follows:
- To offer advice and act as personnel resource for the Board.
- To attend and take minutes at all Board and Standing Committee meetings.
- To ensure that accurate and current alumni records are maintained.
- To provide secretarial support wherever needed.
- To initiate and implement programming.
- To act as internal liaison between the Board and the University community in the facilitation of programs.
The Alumni Board may make appointments of ex-officio (non-voting) members to the Board or its committees for a term to end with the next Annual General Meeting, by a simple majority vote to:
- Offer advice and act as personnel resource for the Board or committees.
- Provide additional support and services to the Board or committees.
The Audit and Organizational Effectiveness Committee is responsible for creating an annual budget, in consultation with the Senior Administrator of the Office of Alumni Relations, the Vice President of Finance and Administration of the Association and chairs of the various committees. A draft budget is to be presented to the Board at its January meeting and a revised budget is to be presented to the Board at its September meeting. A partnership agreement between the Alumni Association and the Office of Alumni Relations shall be created and reviewed as outlined in the partnership agreement to ensure clarity of roles and responsibilities for each organization.
Graduates of Brock University who are appointed to the Brock University Board of Trustees also be appointed as ex-officio (non-voting) members of the Alumni Board for a term to coincide with their membership on the Board of Trustees to:
- Provide a communication link between the Board of Trustees and the Alumni Association Board of Directors.
- To offer advice/resources for the Alumni Board.
A Board of Director’s handbook shall be developed which contains pertinent information related to general Board guidelines, policies, procedures, roles and responsibilities relevant to the Alumni Association.
- This handbook shall be reviewed and revised on an annual basis and changes approved at the AGM.
- An Officer shall in-service Board directors (especially new members) to ensure awareness of these operational practices and principles.
The Board of Directors will recommend two directors to serve on the Brock University Board of Trustees as representatives of the Alumni Association and its members in accordance with the University’s By Laws and operating procedures.
- These representatives will have a minimum of 6 months of experience serving the Alumni Association Board of Directors.
- These representatives will remain as ex-officio members of the Alumni Association Board of Directors for the term that coincides with their term on the Brock University Board of Trustees
- These individuals must have proven skills and experience as identified by the Brock University Board of Trustees.
- After their term is complete with the Brock University Board of Trustees, these representatives may be invited to re-join the Alumni Association Board of Directors to complete their term as a voting member for a max of 5 years in accordance with Article IV: Board of Directors, recognizing their previous year(s) of service as a Director of the Board.
The Board of Directors will recommend one Director to serve on the Brock University Senate as representatives of the Alumni Association and its members in accordance with the Statutory Provisions concerning University Senate.
- The representative will have a minimum of 6 months of experience serving the Alumni Association Board of Directors.
- The representative will remain as an ex-officio member of the Alumni Association Board of Directors for the term that coincides with their appointment to Brock University Senate.
- This appointment will be confirmed by the Alumni Association as required.
- After their term is complete with the Brock University Senate, the individual is invited to re-join the Alumni Association Board of Directors to complete their term as a voting member for a max of 5 years in accordance with Article IV: Board of Directors, recognizing their previous year(s) of service as a Director of the Board.
Guiding Principles for Changes to the Constitution and Bylaws
The following principles have been developed as guidelines to be considered when revisions of the constitution are undertaken. The most important factor is the reality that the existing constitution was built around original articles of incorporation. Each new Board must respect and safeguard the long and valued tradition which transcends the priorities of immediate, but transitory situations. Significant changes must be made in a slow and deliberate manner to ensure due process and relevant modifications.
Statements of Principles:
- Minimize any changes to the constitution.
- Ensure the constitution and bylaws do not conflict with the articles of incorporation
- Constitutional changes should follow a consultative process, especially when involving time-honoured items.
- Changing the constitution should include a democratic process that ensures proper advance notification to the alumni and requires proper due diligence.
- Keep the constitution general and flexible and put specifics in bylaws and/or governing policies and procedures.
- Major constitutional additions/changes will usually be initiated as a bylaw change, then promoted to constitutional change (provided the bylaw does not directly conflict with the constitution).
Revisions to the constitution are generally implemented to:
- Increase the professional nature of the Brock University Alumni Association.
- Increase the level of accountability of the Board.
- Promote high levels of integrity.
- Balance best practices with maintaining the unique nature of the Brock University Alumni Association.