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Bylaws of the Alumnae Association of ���ճԹ�

ARTICLE I:  Name

The name of this legal entity shall be the Alumnae Association of ���ճԹ�, hereinafter referred to as “the Association.”  The term “Alumnae” shall be deemed inclusive of all Members of the Association as set forth in Article VI.

ARTICLE II:  Purpose

The purpose of the Association is to: (1) unite the graduates and former students of ���ճԹ� (“the College”) in pursuing excellence as global citizens and leaders; (2) support the students, faculty, staff, and Directors of the College in the advancement of the College; and (3) foster pride and fellowship among the Members of the Association.

ARTICLE III:  Diversity, EQUITY, and Inclusion 

The Association recognizes that the College and its community continue to grapple with the past and present realities of discrimination.  The Association joins the College in building a more inclusive community and addressing all forms of exclusion rooted in social and cultural identities and their intersections.  Like the College, the Association advances its core commitment to diversity in all of its forms by recognizing the excellence and richness that those diversities create for all people in its learning environment.

ARTICLE IV:  Offices

The principal office of the Association shall be located at 101 North Merion Avenue, ���ճԹ�, PA 19010.

ARTICLE V:  Fiscal Year

The fiscal year of the Association shall be from June 1 to May 31.

ARTICLE VI: qualifications for MembershiP IN THE ASSOCIATION

The following people shall be Members of the Association and shall be entitled to all privileges of Membership:

            (a)  Each person who holds one or more academic degrees from the College;

            (b)  Each person who has completed at least one semester of undergraduate study at the College, upon graduation of the class with which that person was affiliated; and

            (c) Each person who has completed the equivalent of one semester of study at the College while attending as a Graduate Student of the College or as a member of the College’s post-baccalaureate program.

ARTICLE VII:  Alumnae Association Executive Board of DIRECTORS

Section 7.1.        General Matters and Number of Directors:  The affairs of the Association shall be managed by a Board of Directors, to be known as the Alumnae Association Executive Board (“AAEB”), consisting of not fewer than 15 and not more than 25 Directors.  Each Director must be a Member of the Association.

Section 7.2.     Voting and Non-Voting Directors of the AAEB:  The AAEB shall be composed of the following Directors:

            (a) Voting Directors:  The following Directors shall have full voting rights on the AAEB:

                        (1)       the President;

                        (2)       the Vice-President;

                        (3)       the Secretary-Treasurer;

                        (4)        the Representative for the Graduate School of Arts and Sciences;

                        (5)        the Representative for the Graduate School of Social Work and Social Research;

                        (6)        Member-at-Large for Special Projects;

                        (7)        Member-at-Large for Affinity Groups;

                        (8)        the Chairperson for the Standing Committee on Diversity, Equity, and Inclusion;

                        (9)        the Chairperson of the Standing Committee of the ���ճԹ� Fund;

                        (10)     the Chairperson of the Standing Committee on Career Connections;

                        (11)      the Chairperson of the Standing Committee for Communications ;

                        (12)      the Chairperson of the Committee for Clubs and Regional Groups;

                        (13)      the Chairperson for the Committee on Collegiate Athletics and Club Sports;

                        (14)     the Chairperson of the Committee on Leadership Development; and

                        (15)  the Chairpersons of any other Standing Committees established by the AAEB pursuant to Section 7.10, below.

            (b)   Non-Voting Directors:  The AAEB also shall include the following non-voting Directors, whose position on the AAEB shall not count towards the AAEB’s total maximum number of Directors as set forth in Article VII, Section 1, above:

                        (1)        President-Elect:  In addition to its President, the AAEB also shall have a President-elect who serve on the AAEB ex-officio.

                        (2)        Director of Alumnae/i Relations:  The Director of Alumnae Relations for ���ճԹ� will be a member of the AAEB ex-officio. 

Section 7.3.     General Duties of the Directors of the AAEB:  The Directors of the AAEB shall have all the powers and authority necessary to carry out the purposes and functions of the Association and all of the powers to perform all of the duties commonly incident to and vested in the Board of Directors of a corporation.  No unit or Member of the Association is authorized to take action in the name of the Association or to speak on behalf of the Association except for: (1) the AAEB; (2) the President of the AAEB, as permitted herein; or (3) a standing committee of the AAEB that has received express approval of the AAEB.  Each Director shall be responsible for the following general duties:

            (a)        Attendance:  All Directors are expected to attend AAEB meetings three times per year, as well as Reunion and alumnae/i volunteer and leadership training sessions. 

            (b)        Financial Contributions:  All Directors are expected to provide an annual financial contribution to the College and to support the College’s fundraising activities.

            (c)        Duty of Care:  All Directors must exercise a duty of care to the Association, including familiarity with the Association’s finances and activities and regular participation in the Association’s governance.  In carrying out this duty, each Director must act in good faith using the degree of diligence, care, and skill that a prudent person would use in similar positions and under similar circumstances.

            (d)       Anti-Discrimination:  Each Director must refrain from engaging in conduct that the Director knows or reasonably should know is illegal harassment or discrimination on the basis of race, sex, religion, national origin, ethnicity, disability, age, sexual orientation, gender identity, marital status, or socioeconomic status in relation to the Director’s work on behalf of the College.  

        (e)    Service on Committee on Leadership Development:  Except for the Chair of the Leadership Development Committee and for the AAEB President, no other Director shall serve as a Director while also contemporaneously serving as a member of the Committee on Leadership Development.

Section 7.4.     Specific Duties and Responsibilities:  The Directors also must carry-out certain duties and responsibilities that are specific to their respective positions, as set forth in the respective Charters that are identified in Article VII Section 7.5, below.

Section 7.5      Governing Charters:  There shall be Charters, each adopted by simple majority of the AAEB, that shall set forth the purpose, roles, and responsibilities for each Director per below:

            (a)        There shall be a Charter known as the General Charter of the AAEB, which Charter shall set forth the specific duties and responsibilities of the President, Vice-President, Secretary-Treasurer, the Representative for the Graduate School of Arts and Sciences, the Representative for the Graduate School of Social Work and Social Research,  the Member-at-Large for Special Projects, and the Member-at-Large for Affinity Groups. 

           (b)        There shall be a Charter known as the Charter for the Committee on Diversity, Equity, and Inclusion, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the mission of the Committee;

           (c)        There shall be a Charter known as the Charter for the Committee of the ���ճԹ� Fund, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the purpose of the Committee;

           (d)       There shall be a Charter known as the Charter for the Committee on Career Connections, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the purpose of the Committee;

           (e)        There shall be a Charter known as the Charter for the Committee for Communications, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the purpose of the Committee;

           (f)        There shall be a Charter known as the Charter for the Committee for Clubs and Regional Groups, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the purpose of the Committee;

           (g)        There shall be a Charter that shall be known as the Charter for Committee on Collegiate Athletics and Club Sports, which Charter shall set forth the specific duties and responsibilities of the Chairperson and the purpose of the Committee; and

            (h)        There shall be a Charter known as the Charter for the Committee on Leadership Development, which Charter shall set forth the specific duties and responsibilities of the Chairperson, the purpose of the Committee, the requirements for nomination, and the process for elections.

           (j)         Though there is a separate standing committee of the AAEB that focuses on issues of diversity, inclusion, and equity, each Charter for each Standing Committee set forth above shall include in its purpose a commitment to ensuring diversity, inclusion, and equity in that Standing Committee’s work.

Section 7.6.  Manner of Appointment and Election:  The Directors shall be nominated and elected to fill the positions that are set forth in Article VII Section 2(a) pursuant to Article IX of these Bylaws and the Charter on Leadership Development.

Section 7.7.        Terms of Office of AAEB Directors:  The terms of office of the AAEB shall be as follows:

            (a)  Each Director shall hold office for three years and until the election and qualification of that Director’s successor, except the President, who shall have a term of five years, and the President-elect, who shall have a term of one year starting the year immediately preceding the President-elect’s election as President.

            (b) Any Director who has served a full term shall be ineligible for reelection to the AAEB until the period of one year shall have elapsed after the expiration of that Director’s term, except that the President-elect may be elected as President immediately following that Director’s one-year term as President-elect.

            (c)  If a Director misses two consecutive regularly scheduled meetings without first being excused by the President, then that Director shall be deemed presumptively to have resigned voluntarily from the AAEB.  The AAEB may deem the presumption rebutted and may reinstate that Director by a simple majority vote if that Director makes a showing of good cause to the AAEB. 

            (d) The AAEB shall have the authority to remove from office any officer, Director, member of any Standing Committee of the AAEB, member of any ad hoc Committee of the AAEB, member of any task force of the Association, or member holding any position in the AAEB for good cause by a vote of two thirds (2/3) of the majority of the AAEB.

Section 7.8.        Rotation of Election of Positions AAEB Directors:  The rotation of election of positions shall be as follows:

            (a)        The President shall be elected every five years. 

            (b)        The Chairperson of the Committee on Leadership Development and one-third of the directors shall all be elected in the same year.

            (c)        The Vice President and one-third of the directors shall all be elected in the year following the election of those in paragraph (b), above.

            (d)       The Secretary-Treasurer and remaining Directors shall all be elected in the year following those in paragraph (c) above.

Section 7.9.     Meetings of the AAEB:  The AAEB shall meet regularly, as set forth below:

            (a) Regular meetings of the AAEB shall be held at least three times a year on dates set by the President and not less than 14 days from the date that the President provides written notice to the Directors transmitted to the email addresses provided by each Director.

            (b) Special meetings of the AAEB may be called by the President or any three Directors upon Notice of a special meeting. Notice of a special meeting shall specify the date, the time, the place, and the business to be transacted at the special meeting.  Notice shall be given to each Director not less than 7 days prior to the date of the special meeting via electronic mail transmitted to the email addresses provided by each Director.

            (c) The AAEB or the President may invite to any meeting of the AAEB any person whose presence at such meeting is deemed by the AAEB or President to be in the interests of the Association.

            (d) A majority of the Directors in office shall constitute a quorum for the transaction of business.  Action by the AAEB shall be taken by majority vote at a meeting at which a quorum is present.

            (e)  Though the preference is to have Directors appear at meetings of the AAEB in person, any one or more persons may participate in a meeting of the AAEB or of a Committee or Task Force of the AAEB by teleconference, by videoconference, by web conference, or by utilizing other technologies by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.

Section 7.10.  Standing Committees of the AAEB:  The Standing Committees of the AAEB are identified in Article VII, Section 2(a)(8) through and including 2(a)(15), above.  The AAEB also may designate additional Standing Committees by a majority vote of the AAEB; provided, however, that if any increase or decrease in the number of Standing Committees shall result in the number of Directors falling below fifteen (15) or increasing above twenty-five (25), then the Board shall either: (1) appoint in its discretion members-at-large to meet the required minimum number of directors; or (2) first secure a Bylaw amendment pursuant to Article XIII, below, approving such decrease or increase in the total number of Directors. 

Section 7.11.   Other Committees of the AAEB:  The AAEB may, by resolution adopted by a majority of the entire Board of Directors, designate ad hoc committees of the Board as it may deem appropriate from time to time, and to the extent provided in a resolution, shall have the authority of the Board, except as limited by the Board of Directors or by law.  In such resolution, the Board shall set forth the general purpose of such ad hoc committee and shall include any other guidelines for such ad hoc committee that it deems advisable.  Any chairpersons of such ad hoc committees will report to the AAEB but will not have voting rights or be considered a Director.

ARTICLE VIII: ANNUAL MEETING OF THE MEMBERS OF THE ASSOCIATION

Section 8.1.     Frequency:  The Annual Meeting of the Members of the Association shall be held once per fiscal year on a date fixed by the AAEB.

Section 8.2.     Location:  The Annual Meeting shall be held at a location selected by the AAEB.  Regardless of physical location selected, one or more persons may participate in a meeting of the Association in-person, by teleconference, by videoconference, by web conference, or by utilizing other technologies by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.

Section 8.3.     Notice:  Notice of the Annual Meeting, which shall set forth the date, the time, the location, the business to be transacted, and the slate of nominated Members proposed for election, shall be given via publication on the College’s website not less than 14 days prior to the date of such meeting.  No other business shall be brought before the meeting unless the Members, by the affirmative vote of two-thirds of the Members present, shall determine it to be “Emergency Business.” All action taken at a meeting of the Association shall require the presence of a quorum and the affirmative vote of a majority of the members present, except action upon any Emergency Business, which shall require the affirmative vote of two-thirds of the members present.

Section 8.4.     Quorum:  One hundred Members of the Association shall constitute a quorum for the transaction of business.

Section 8.5.     Proxy:  Any Member shall be entitled to vote at any annual or special meeting of the Association by written proxy, which shall be transmitted to the Secretary-Treasurer via hand delivery, postal service, facsimile, or electronic mail that is received prior to the beginning of the Annual Meeting. The Association shall be under no obligation to provide proxy forms.

Section 8.6.     Reports by AAEB:    At the Annual Meeting, the President of the AAEB shall report on the Association's affairs and the Chairperson of the Standing Committee of the ���ճԹ� Fund.  Reports also shall be presented by such committees and task forces as the AAEB may deem appropriate.

ARTICLE IX: SPECIAL MEETINGS OF THE ASSOCIATION

Section 9.1      General:  Special Meetings may be called at any time by the President of the AAEB and must be called by the President of the AAEB on the written request of at least 10% of the Members of the Association.

Section 9.2.     Notice:            Notice of a Special Meeting specifying the date, the time, the location, and the business to be transacted at the Special Meeting shall be given not less than ten days prior to the date of such meeting to each member of the Association. No business shall be transacted at a special meeting except that specified in the notice. 

Section 9.3.     Location:        Special Meetings may be held at the College or virtually, provided that adequate Notice is provided in accordance with Section 9.2, above.

ARTICLE X:  NOTICE TO MEMBERS OF THE ASSOCIATION

Except as provided expressly in any section above, if written Notice is required to be given to any Member of the Association, it may be given by sending a copy thereof by first class mail, postage prepaid, or via electronic mail to the addresses of record supplied to the Association.  If the Notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail.  If the Notice is transmitted via electronic mail, it shall be deemed to have been given upon transmission.

ARTICLE xi: Nomination Process AND ELECTIONS

Section 11.1.   Nominations Generally:  Nominations to the AAEB shall be made by the Committee on Leadership Development as set forth in the Charter governing the Committee on Leadership Development.  The AAEB, Members of the Association, members of the Board of Trustees of ���ճԹ�, and members of the administration of ���ճԹ� may recommend Members for consideration by the Committee on Leadership Development for consideration.

Section 11.2.   Presentation of the Slate of Nominations:   The names of those nominated by the Committee on Leadership Development shall be presented to the Membership for vote at the Annual Meeting as set forth in the Charter on Leadership Development.

Section 11.3.  Commencement of Term:    A Director’s term begins upon election of that Director at the Annual Meeting.

ARTICLE XII:  relationship with Division of Alumnae Relations and Development

The AAEB shall cooperate with the Division of Alumnae Relations and Development in advancing the objectives of the Association and the College.

ARTICLE XIII:  Amendments to THESE Bylaws

Section 13.1.               Proposal:  The AAEB’s members shall review these Bylaws at regular, appropriate intervals, and no less than once every 5 years, and may recommend action by the AAEB on any proposed amendments.  The AAEB may delegate the preparation of proposed amendments to these Bylaws to a subcommittee of the Directors.  Any Member of the AAEB may propose an amendment to these Bylaws by submitting the proposed amendment to the Bylaws to the President of the AAEB in writing.  Any Member of the Association may propose an amendment to these Bylaws by submitting the proposed amendment in writing to the President of the AAEB accompanied by a petition in support of such Amendment signed by at least one percent (1%) of the members of the Association.   

Section 13.2.               Notice:            When an amendment has been proposed pursuant to Section 1, above, the proposed amendment must be transmitted electronically or via U.S. Mail to each Director of the AAEB.  A vote on such amendment may not occur any earlier than the thirtieth (30) day after Notice is provided as set forth herein.

Section 13.3.               Approval or Rejection of Proposed Amendment:  When the requirements of Section 13.1 and Section 13.2, above, have been met, and except as otherwise provided by law, the AAEB may approve or reject the proposed amendment by majority at any meeting of the AAEB at which a quorum is present.

ARTICLE XIV:  Dissolution

In case of dissolution of the Association or the winding up of its affairs, the AAEB shall discharge the liabilities of the Association, and any surplus remaining after paying or providing for all liabilities of the Association shall be distributed by the AAEB, after consultation with the Board of Directors of the College, for educational purposes consistent with the purposes and objectives of the Association and the College.