Constitution of the Michigan Tech Alumni Association, 2010
Amended August 2012
Article I: Ratification
This document in its entirety shall be considered an amendment to the previous Constitution of the Michigan Technological University Alumni Association (MTUAA), adopted in 1954 and revised by the several amendments of 1962, 1964, 1970, 1978, 1988, 2002, and 2006; and, with the approval of two-thirds of the Association membership that is present at the membership meeting at the August 2010 Alumni Reunion, shall entirely replace and supersede the previous Constitution of the Association described above, and hereafter be known as the Constitution of the Michigan Tech Alumni Association, 2010.
Article II: Name
The name of this organization is the Michigan Technological University Alumni Association (also known as the Michigan Tech Alumni Association or the MTUAA) and is also referred to herein as the Association.
Article III: Mission Statement
“Celebrating Traditions. Creating Connections.”
Article IV: Vision Statement
“We are passionate champions of Michigan Tech's unique traditions and we continuously strengthen our alumni community.”
Article V: Purposes
Section 1: The purposes of the Association are:
- 1) Building a worldwide Alumni network;
- 2) Communicating with Alumni on behalf of Michigan Tech;
- 3) Recognizing outstanding Alumni and friends of Michigan Tech;
- 4) Developing and sponsoring events for Alumni that contribute to the University's strategic goals
- 5) Building a culture of philanthropy and encouraging service to Michigan Tech and the world;
- 6) Supporting the Michigan Tech Student Foundation and all Tech students;
- 7) On-boarding new members of our Board of Directors so they achieve a better understanding of the Association and Michigan Tech; and
- 8) Creating opportunities for former Directors to stay engaged with the Association and the University.
Section 2: The Board of Directors shall work with the Michigan Tech office of Alumni Relations to achieve the above goals.
Article VI: Membership
Section 1: Regular members of the Association shall be those persons who have received associate, baccalaureate, master's, or doctorate degrees from Michigan Technological University and former students who have completed the equivalent of two semesters of credit hours at the University.
Section 2: From time to time, the Board of Directors of the Association may, by a three-fourths vote, bestow Honorary membership on an individual for service to Michigan Tech, students, alumni, or the world.
Section 3: Retired and current Michigan Tech faculty and staff who are not regular members shall be known as Associate Members of the Association for special programs and events designated by the Board of Directors.
Section 4: When it is in the best interest of the Association to do so, membership of any individual may be revoked by a three-fourths vote of the Board of Directors.
Section 5: The word “Alumni” in this Constitution refers to all regular members of the Association.
Section 6: Regular members of the Association shall be entitled to attend meetings of the membership, and of the Board of Directors, of the Association, be nominated to serve on the Board of Directors, receive communications from the Association, vote on any referendum issues presented to the membership, present proposed amendments to this Constitution for consideration, and receive invitations to attend various events held by the Association.
Section 7: The Association shall not discriminate against any member or person on the basis of race, sex, creed, religion, ethnicity, national origin, or sexual orientation.
Section 8: The Association strongly recommends that members of the Association donate to Michigan Technological University, but shall not require monetary dues. Monetary contributions are necessary to the ongoing success of Michigan Tech; however, the Association recognizes that significant contributions can take another form.
Article VII: Directors
Section 1: The Association shall be governed by a Board of Directors, consisting of 18 to 21 members. A quorum for conducting the business of the board of directors shall be a majority of the directors holding office. (Amended 2012)
Section 2: The Board of Directors, as the representative body of the Association, shall bear executive responsibility and be the final governing authority for all matters pertaining to the Association.
Section 3: Matters presented to the Board for a vote shall be passed by a simple majority, except as otherwise designated in this Constitution.
Section 4: Only regular or specially appointed members of the Association may be elected to the Board of Directors except for student members.
Section 5: Two of the Directors shall be undergraduate or graduate students designated by the Michigan Tech Student Foundation, selected in a manner to be determined by that organization. Student Directors shall serve two year terms.
Section 6: One of the Directors shall be a representative of the Michigan Tech Fund Board of Trustees, selected in a manner determined by that organization. The person so selected shall be a regular member of the Association.
Section 7: One of the Directors shall be a Michigan Technological University faculty member, selected by the Provost of the University. The faculty member so selected shall be a regular member of the Association.
Section 8: The Michigan Technological University President, Vice President of Advancement, and Director of Alumni Relations shall serve as an ex-officio non-voting members of the Board of Directors. The Director of Alumni Relations shall also serve as Executive Director of the Association.
Section 9: Directors shall serve a term of six years in office. Directors shall not be eligible for reelection to a second term.
Section 10: Upon completion of a term of six years as a director or upon election by the executive committee upon completion of a term of less than six years, shall become a Life Director, eligible to receive notice of and attend meetings of the Association Board of Directors, without vote. (Amended 2012)
Section 11: Board vacancies can be filled by the Board of Directors through special elections. The process to be followed for special elections will be determined by the Executive Committee.
Section 12: Candidates for nomination shall be solicited from the entire membership of the Association after the second meeting of the Board in odd numbered years, utilizing means regularly used by the Association to communicate with its members.
Section 13: Candidates shall then be reviewed by the Governance Committee for approval as Nominees.
Section 14: Nominees for Directorship, after approval by the Governance Committee, shall then be presented to the Board of Directors at the first meeting of the Board in even numbered years. The Board will then approve or disapprove the nominees individually by a majority vote of the Directors present.
Section 15 The names of new Directors shall then be published to the membership of the Association before Alumni Reunion in that same year. New Directors shall take office on January 1st of the year following their election by the Board.
Section 16: Directors may resign their position by submitting a letter of resignation to the President of the Association.
Section 17: Individual Directors will be held harmless by the University, as provided in University Board of Control Policies, and the members of the Association for any liability for their actions made in the performance of their duties as Directors of the Association.
Section 18: All Directors shall make an annual contribution to the Michigan Tech Fund.
Article VIII: Officers
Section 1: Officers of the Association shall consist of President, Vice President, Treasurer, Secretary, and Immediate Past President. Officer terms shall be two years.
Section 2: An Officer shall be permitted to serve more than one term in an office, except for the President, who shall be limited to one term in that office.
Section 3: The office of Immediate Past President shall be filled by the President upon completion of their term as President and shall last for two years.
Section 4: Directors shall not be elected to an office, except that of President, if the term of the office would extend past the term of their Directorship.
Section 5: A Director may be elected to the office of President if the term of that office, or the term of Immediate Past President to follow the term as President, extends past the end of the Director's Board term. The Director's Board term shall then be extended the length of time necessary to fulfill the offices of President and Immediate Past President.
Section 6: The President shall determine the place and time of meetings of the Board and the Executive Committee, as well as conduct and preside over the meetings. The President may also create committees or project teams as necessary to conduct the Board's business and appoint other Directors to serve on these committees or teams.
Section 7: The President shall also appoint Directors to fill vacant unexpired Officer terms until the original unexpired term is over. At that time a new Officer will be elected by the Board.
Section 8: The Vice President shall serve as Chairman of the Governance Committee and preside over meetings of the Board in the President's absence.
Section 9: The Treasurer shall oversee the financial investments, accounts, income, budget, and expenditures of the Association subject to oversight by the Board of Directors and in accordance with applicable University policy and procedures.
Section 10: The Treasurer shall also assist the Director of Alumni Relations in preparation of a financial informational report for each regular meeting of the Board of Directors.
Section 11: The Secretary shall keep the minutes of the Association's meetings and record attendance. The minutes shall accurately record all official actions taken by the Board and be presented for approval by the Board at the next Board meeting.
Section 12: The Secretary shall perform a yearly review of the Constitution and Bylaws and report to the Board of Directors if any updates or changes need to be made. Any proposed changes will be presented to the Board of Directors at the next regularly scheduled meeting for approval.
Section 13: The Secretary shall also be responsible for the on-boarding of newly elected Directors.
Article IX: Election of Officers
Section 1: The President, Vice President, Secretary, and Treasurer shall be elected by a simple majority of the Board of Directors.
Section 2: Nominations for Officers shall be solicited from the Directors by the Vice President/ Chairman of the Governance Committee at the first Board meeting in even numbered years.
Section 3: Elections of Officers will be held at the second Board meeting in even numbered years.
Section 4: The candidate for an office receiving the most votes will be declared the winner. In the case of a tie vote, the vote will be taken again with the two candidates receiving the most votes being on the ballot. If still tied, the two candidates will each serve a term of one year, with the candidates drawing lots to determine who serves the first term.
Section 5: Officers will take office on January 1st of the year following their election.
Article X: Removal of Directors
Section 1: Directors and Officers may be removed by the Board of Directors for the following reasons:
- 1) Director does not attend two regular meetings of the Board during his or her term. Attendance at a Board meeting may be excused by the Executive Committee for substantial reasons. Acceptance of a Director's excuse is solely up to the discretion of the Executive Committee.
- 2) Director does not participate in other activities expected of Board members including non-participation in assigned committees or teams, not providing an annual monetary gift to the University, or other malfeasance of duty.
- 3) Director is convicted of a felony.
Section 2: Removal of a Director shall require a three-fourths vote of the Board of Directors at a regularly scheduled meeting of the Board. Any Director may begin the process of removal of any other Director by making a formal written complaint to the members of the Executive Committee, citing the reasons for this action, at least 60 days prior to a regularly scheduled meeting of the Board.
Section 3: The Executive Committee must then inform the Director being considered for removal in writing within thirty days of receiving the written complaint. The Director may respond in writing to the Board or in person at the next regularly scheduled meeting of the Board.
Section 4: The Board shall vote on the complaint for removal at the next regularly scheduled meeting of the Board after the complaint is made.
Section 5: Upon a three-fourths vote of the Board for removal, the Director being removed shall vacate his or her office immediately and is no longer a Director.
Article XI: Meetings
Section 1: The Board of Directors shall meet in person no less than twice a year. Other meetings, including teleconferences and virtual meetings, may be called by the President or the chairs of committees and project teams as necessary.
Section 2: All open session meetings of the Board of Directors are open to any Member of the Alumni Association who wishes to attend. Closed session meetings of the Board shall only be held when a person's reputation or good name is to be discussed. A closed session meeting shall only be called by a simple majority vote of the Executive Committee.
Section 3: Meetings of the entire Association are deemed to be held at the Alumni Reunion Awards Dinner each year, held on the main Michigan Technological University campus.
Article XII: Committees
Section 1: The only permanent committees of the Board shall be the Executive Committee and the Governance Committee.
Section 2: The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Immediate Past President. The Director of Alumni Relations and any Associate or Assistant Directors of Alumni Relations may participate as ex-officio non-voting members.
Section 3: The Governance Committee shall be chaired by the Vice President and include at least three other Directors who are designated by the Vice President and approved by the President. The Director of Alumni Relations and any Associate or Assistant Directors of Alumni Relations may participate as ex-officio non-voting members.
Section 4: Other committees and project teams may be created by the President as necessary to conduct the business of the Board.
Section 5: Each created committee or project team shall exist for a designated period of time, not to exceed two years, then disband after a final report to the Board, unless specifically requested to continue by the President. The length of time each created committee or project team shall exist is to be determined by the President.
Article XIII: Chapters
Section 1: A group of Members may apply to the Board to become a chapter of the Association.
Section 2: The group may represent a geographic location, corporation, or any other affinity group or constituency.
Section 3: The Board will approve or disapprove of the application by a simple majority vote at the next regularly scheduled Board meeting after the application has been made.
Article XIV: Amendments
Section 1: This Constitution may be amended by a two-thirds approval vote of the Board of Directors at two consecutive regularly scheduled meetings.
Section 2: Proposed amendments may be submitted by any Director or Member to the Board for consideration.
Section 3: Proposed amendments must be submitted in writing to the Secretary of the Board in written form four weeks prior to the first meeting at which they will be considered.
Section 4: Proposed amendments appropriately submitted to the Board shall be considered at the next regularly scheduled meeting of the Board.
Article XV: Enactment of Bylaws of the Association
Section 1: Bylaws to govern the business of the Board and the Association not specified in this Constitution may from time to time be enacted or rescinded by a two-thirds vote of the Board.
Section 2: The Bylaws may not be inconsistent with this Constitution.
Section 3: Proposed changes to the Bylaws must be presented in written form to the Secretary at least four weeks before the meeting at which they will be considered.
Section 4: Proposed changes to the Bylaws appropriately submitted to the Board shall be considered at the next regularly scheduled meeting of the Board.
Article XVI: Membership Authority
Section 1: Any regular member of the Association may petition for a referendum of the membership on any decision or ruling of the Board of Directors at the next Annual Reunion held in Houghton, Michigan by obtaining the signatures of at least 1% of regular members of the Association who have maintained a current address with the University. The petition must clearly state the decision or ruling being questioned and must be received by the Secretary of the Association at least eight weeks prior to the Annual Reunion.
Section 2: Referenda that meet these requirements shall be presented to the membership present at a specially-called meeting of the regular members of the Association to be held in Houghton, Michigan at the time of the next Annual Reunion. A quorum of 50 members must be present for a vote to be held.
Section 3: If a referendum is successful in being approved by a majority of those regular members present at the Awards Dinner at Alumni Reunion, the decision or ruling of the Board to which it pertained shall be considered rescinded by the Board of Directors.
Article XVII: Finances
Section 1: The funds of the Association shall be supervised by the Board of Directors and held solely by the University in accounts specifically designated for the Alumni Association and may not be transferred to any non-University account.
Section 2: All revenues generated by the Association will be deposited in the Association's accounts. All expenditures from the Association's accounts will be for the purposes of the Association, as determined by the Board of Directors.
Section 3: All disbursements of funds from the Association's accounts will require the approval of the Director of Alumni Relations.
Section 4: All requests for audits of the Association's funds shall be approved at the discretion of the duly appointed representative of the University.
Section 5: A financial informational report of the Association's accounts will be provided to the Board of Directors at each of their regularly scheduled meetings.
Section 6: All contracts or agreements made regarding Association business or activities shall be in accordance with University policies, procedures, and state procurement laws and must be authorized by the Director of Alumni Relations.
Section 7: The Director of Alumni Relations shall seek approval from the Executive Committee of the Board for expenditures of the Association's funds that are in excess of $5,000.00.
Article XVIII: Location
The offices of the Michigan Tech Alumni Association shall be located at Alumni House on Michigan Technological University's main campus in Houghton, MI.
Article XIX: Archives
Section 1: The office of the Director of Alumni Relations shall maintain and preserve the archives of the Alumni Association, including minutes, reports, correspondence, financial records, photographs, memorabilia, and other items of interest pertaining to the Michigan Tech Alumni Association.
Section 2: At the discretion of the Director of Alumni Relations, the above mentioned materials may be transferred to the care of the Michigan Tech Archives.