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BYLAWS OF
THE FLORIDA STATE UNIVERSITY ALUMNI ASSOCIATION
ARTICLE I
SECTION 1. NAME. The name of this Association is the Florida State University
Alumni Association, incorporated under the laws of the State of Florida.
SECTION 2. LOCATION. The principal office and place of business is at Florida
State University, Tallahassee, Leon County, Florida.
SECTION 3. OFFICIAL SEAL. The official seal shall be kept by the President in
the principal office and shall be affixed to all legal documents or transactions
as required.
SECTION 4. PURPOSE AND OBJECTIVES. The Association is organized to promote the
welfare, development and advancement of Florida State University and its
educational, scientific and programmatic purposes within the meaning of Section
501 (c)(3) of the Internal Revenue Code, or the corresponding provisions of any
future Internal Revenue Service Law. To the extent permitted within the meaning
of Section 501 (c)(3) of the Internal Revenue Code, the Association serves
Alumni in pursuit of their careers; recognizes their accomplishments;
perpetuates among them a sentiment of affection for Florida State University;
encourages their support for the Institution’s programs and future development;
and fosters the sense of responsibility among Alumni to support the Association
and the University through membership and private giving. The Association is
committed to maintaining among former students a spirit of fellowship and regard
for one another and demonstrating the University’s rich traditions, diversity
and spirit.
SECTION 5. LIMITATIONS. The Association is organized and operated exclusively
for charitable and educational purposes within the meanings of Section 501(c)(3)
and Section 170(c)(2)(b) of the Internal Revenue Service Code or the
corresponding provisions of any future United States Internal Revenue Law. No
part of net earnings shall be to the benefit of or be distributable to its
Directors or Officers, other private individuals, or Associations organized and
operating for a profit, except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of those purposes as herein above
stated. No substantial part of the activities of the Association shall be the
carrying on of propaganda or otherwise attempting to influence legislation, and
the Association shall not participate or intervene in, including the publishing
or distributing statements, any political campaign on behalf of or in opposition
to any candidate for public office.
SECTION 6. FISCAL YEAR. The fiscal year of the Association is July 1 through
June 30, inclusive, unless otherwise defined.
SECTION 7. EXISTENCE. This Association shall have perpetual existence.
ARTICLE II
Membership
SECTION 1. The Association will have the following classes of membership:
a. ALUMNI. All persons who have been enrolled and successfully completed one
academic term as a full-time student at Florida State University will be Alumni.
b. HONORARY ALUMNI. Friends or associates of Florida State University may be
granted permanent Honorary Alumni status by the Board of Directors in
recognition of conspicuous, ongoing, enduring and dedicated service on behalf of
the institution or the Alumni Association.
c. MEMBER. Alumni, Honorary Alumni, and all other persons who pay the continuing
annual or lifetime dues as established by the Association will be Members.
SECTION 2. RIGHT TO HOLD OFFICE. All Members of the Board of Directors shall be
Members of the Alumni Association. Members of committees shall be Members and
appointed by the Chair. The Chair of any Association committee shall be a member
or a former member of the Board who has retained interest, proximity and service
on behalf of the Association.
SECTION 3. PROPERTY RIGHTS. No Member will have any right, title or interest in
any of the property or assets, including any earned or investment income of this
Association, nor shall any of the property or assets be distributed to any
Member on its dissolution.
SECTION 4. LIABILITY OF MEMBERS. No Member will be personally liable for any of
the Association’s debts, liabilities or obligations, nor will any Member be
assessed for the debts, liabilities or obligations of the Association.
ARTICLE III
Affiliated Organizations
SECTION 1. PURPOSE. This Association, with the support and authorization of the
University and in cooperation with Seminole Boosters, shall establish, promote
and serve local Seminole Clubs. The purpose of these clubs is to further the
purposes of Florida State University by supporting academic, athletic and other
programs. These clubs should assist in the recruitment of students, support
academic scholarships, promote community service initiatives and engage in
“friend-raising” on behalf of the University.
SECTION 2. ORGANIZATION. Any group desiring to organize as a Seminole Club shall
notify the President of the Florida State University Alumni Association. To be
formally established, a Seminole Club must be approved for formation by the
Board of Directors of the Association.
SECTION 3. LIABILITY. The Association will not be liable or in any way
responsible for any actions of the local Seminole Clubs including, without
limitation, negligence or willful misconduct of such Seminole Clubs.
ARTICLE IV
Affiliated Groups
SECTION 1. PURPOSE. From time-to-time, the Board of Directors may recognize
affiliated groups of the University Alumni organized to further the purposes of
Florida State University. Such affiliated groups will be recognized in
accordance with policies or criteria to be established by the Board of
Directors.
SECTION 2. LIABILITY. The Association will not be considered liable or in any
way responsible for any actions of such affiliated groups including, without
limitation, the negligence or willful misconduct of such affiliated groups.
ARTICLE V
Annual Meetings
SECTION 1. ANNUAL MEETINGS. An annual meeting shall be held as determined by the
Chair of the Board of Directors in consultation with the President of the
Association. The time and place of the annual meeting shall be announced and
conveyed to the membership thirty (30) days in advance of the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Association for any purpose
may be called by the Chair of the Board of Directors or President or at the
request in writing of a majority of the Board.
SECTION 3. TIME AND PLACE OF MEETINGS. All meetings shall be held at the time
and place as designated by the Chair of the Board of Directors or the President.
SECTION 4. PROCEDURES. All meetings of the Association shall be conducted
according to the latest edition of Robert’s Rules of Order Revised.
SECTION 5. QUORUM. A quorum shall consist of those Members present.
ARTICLE VI
Board of Directors
SECTION 1. POWERS. The primary functions of the Board include establishment of
policy, organizational vision and prudent care and development of resources. The
Board of Directors determines the general and financial policies of the
Association and may delegate the performance of any duties or the exercise of
any powers to the Officers, committees and its designees as the Board of
Directors determine by resolution.
SECTION 2. RESOLUTION. The Board of Directors may by resolution duly adopted,
authorize any Officer or Officer’s agent or agents of this Association, in
addition to the Officers authorized by these Bylaws, to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
Association. The authority may be general, or confined to specific instances.
SECTION 3. DIRECTORS - NUMBER AND TERM. The number of Directors shall not exceed
thirty six (36). They shall consist of at least the following: The Chair,
Chair-elect, Vice Chair, Secretary, Treasurer, the immediate Past Chair; Twelve
(12) Directors elected at Large from Florida; eight (8) Directors outside of
Florida elected at Large, two (2) Directors from a regional Seminole Clubs
appointed by the Chair; and two (2) Directors representing the affiliated groups
appointed by the Chair. In addition thereto, there shall be three (3) continuing
Directors who shall be the Association President, the President of the
University or the President’s designee, and the designee of the Chair of the
Florida State University Board of Trustees.
SECTION 4. INVITED GUESTS. Past Chairs of the Association, Permanent Senior
Class Presidents, Emeritus Society President, Student Alumni Association
President, Faculty Senate President, Senior Class President, Chair of the
Seminole Booster Board of Directors, and Chair of the Board of Trustees of the
FSU Foundation are invited guests to each Board Meeting and will receive copies
of the minutes of each meeting. The Board may by majority vote select additional
Guests.
SECTION 5. TERMS OF BOARD. A Director shall be elected to a three-year term.
Terms shall be staggered and a Director may be re-elected to an additional
three-year term. The term of office for Directors representing Affinity Groups
and Seminole Clubs will be two years with no additional term.
SECTION 6. ELIGIBILITY. Only Alumni who are Members shall be eligible for
election to the Board of Directors
SECTION 7. NOMINATION AND ELECTION OF DIRECTORS AND CHAIR OFFICERS. The
nominating committee appointed by the Chair shall recommend a nominee for each
vacancy. The nominating committee shall assume the responsibility for and be so
directed by the Board Chair to approve a slate in geographic location,
leadership, achievement, gender and race. Members shall be charged with
representing the general alumni body and serving the Alumni Association.
Directors shall be elected by the Board. The Directors shall take office on July
1. A Board Chair Officer Nominating Committee consisting of the Chair, Immediate
Past Chair, Chair Elect, Vice Chair and the President will present a slate of
Chair Officers for election at the Annual Meeting. The election of Officers
shall be by the Board of Directors at the Annual Meeting. Officers shall serve
terms for a period of one (1) year and may be reelected for an additional term.
SECTION 8. VACANCIES. Any Director may resign from the Board at any time upon
written notice to the Chair. If any vacancy occurs in the Board caused by death,
resignation, retirement, disability, or otherwise, the Chair shall appoint a
replacement Member. A Director so chosen shall hold office until the next annual
election.
SECTION 9. MEETINGS. A special meeting of the Board of Directors may be held at
any time with a ten (10) day written notice to the Members of the Board of
Directors called by the Chair or President. The Board shall hold at least two
meetings yearly, including the Annual Meeting.
SECTION 10. EXECUTIVE COMMITTEE. There shall consist within the Board of
Directors an Executive Committee which shall consist of the Board Chair,
Chair-Elect, Vice Chair, Secretary, Treasurer, Immediate Past Chair, President,
and the President of the University or the President’s designee. The Chair shall
have the privilege of appointing two additional members of the Executive
Committee from among the members of the Board. This Committee shall have and
exercise all of the authority of the Board of Directors in the management of the
Association, except that such Executive Committee shall not be empowered to take
action with respect to:
a. Electing Officers and appointing other officials.
b. Amending Bylaws.
c. Filling vacancies and new directorships to the Board.
d. Removing Association Officers or Directors
e. Authorizing individual commitments of more than $25,000 annually except when
contemplated in the authorized budget.
f. Authorizing action regarding loans and the pledging of assets.
A complete set of minutes of each Executive Committee Meeting will be mailed to
each Director within ten (10) working days following such meeting.
ARTICLE VII
Duties of Officers and Directors
SECTION 1. GENERAL RESPONSIBILITIES. The Officers and Directors of the
Association shall have the following duties and responsibilities:
a. Chair - Serves as the Chair of the Board of Directors; presides at all
meetings of the Board of Directors and the Membership; appoints the standing
committees, appoints special committees; serves as a Member of all committees;
and exercises the powers generally associated with the Chair of the Board.
b. Chair-Elect - Takes on the responsibilities of the Chair in the event of the
Chair’s death, disability, resignation or absence; serves as an Ex-Officio
Member of all committees in absence of the Chair.
c. Vice Chair - Serves as Parliamentarian at all meetings of the Membership.
Takes on responsibilities of Chair-Elect in the event of the Chair-Elect’s
death, disability, or absence.
d. Secretary - Serves as the secretary to the Board of Directors; prepares the
official minutes of all meetings of the Board of Directors and the Membership,
signs and attests to instruments and documents as required.
e. Treasurer - Serves as the treasurer of the Board of Directors and Chair of
the Budget & Finance Committee; prepares a proposed annual budget; directs the
development and maintenance of the financial accounts and records; signs and
certifies all checks, drafts, vouchers, notes, instruments and documents as
required in the event of the President’s death, disability, resignation or
absence, or at the direction of the Chair.
f. President - Serves as the chief executive officer of the Association; serves
as parliamentarian at meetings of the Membership when the Chair-Elect presides;
serves as a Member of all special committees; and exercises the powers generally
associated with the Office of the President.
ARTICLE VIII
Financial Affairs
SECTION 1. SOURCE OF FUNDS. The Board of Directors shall establish dues for
Membership.
SECTION 2. BUDGETS. The Treasurer shall prepare a proposed annual budget for
revenues and expenditures of the Association which shall be approved by the
Board of Directors at the beginning of each fiscal year. Upon approval of the
budget by the Board of Directors, the President shall submit such budget to the
President of the University who shall recommend the budget to the Florida State
University Board of Trustees for its review. Budgets may be amended at the
pleasure of the Board of Directors.
SECTION 3. AUDITS. An audit shall be performed by a Florida certified public
accountant at the close of every fiscal year. The auditor shall be selected by
the Board of Directors and shall present his audit report to the Board. A copy
of the audit report shall be available for review at the Executive Office of the
Association.
ARTICLE IX
Elections
SECTION 1. ARTICLES OF INCORPORATION. Balloting on proposed amendments to the
Articles of Incorporation of the Association shall be conducted in accordance
with the provisions in the Articles of Incorporation, through the following
procedure:
a. A proposed amendment must be approved by a majority vote of the Board of
Directors.
d. In addition, a proposed amendment submitted to the Board of Directors by a
petition bearing the signatures of at least two hundred (200) Active Members
shall be presented to the Board of Directors by letter, in which case the Board
of Directors may advise the Membership of its position and recommendation on the
proposed amendment. The petition must be presented to the Chair or the President
on an official form prepared by the President to facilitate the verification of
signatures against the Active Membership roster.
ARTICLE X
Executive Office
SECTION 1. EXECUTIVE OFFICE. The Association shall establish and maintain an
Executive Office at Florida State University, or at such other location in
Tallahassee, Florida, as may be designated by the Board of Directors. The
Executive Office shall be the central headquarters for the Association. The
President and all staff personnel shall be headquartered at the Executive
Office, except as may be otherwise provided by the Board of Directors. All
Membership records, budgets, financial accounts and records, minutes,
instruments, documents, other records and reports, furniture, equipment,
supplies, and property of the Association shall be kept in the Executive Office,
except that funds and other specified items shall be deposited in banks and
other institutions as directed by the Board of Directors.
SECTION 2. PRESIDENT OF THE ASSOCIATION. The President and Executive Director of
the Association shall be selected and appointed by the Board of Directors, with
prior approval of the President of the University, and shall report to the
President of the University or the President’s designee who shall be a vice
president or other senior officer reporting directly to the President of the
University, and the governing board.
SECTION 3. ADMINISTRATIVE STAFF. The Association may employ such personnel as
are required to administer the business and affairs of the Association. No
person employed by the Association will be considered to be an employee of the
State of Florida, the University, or the Florida State University Board of
Trustees, solely because of his or her employment by the Association.
SECTION 4. COMPENSATION. The salary and employment benefits provided by the
Association to the President and other staff personnel shall be determined by
the Executive Committee.
ARTICLE XI
Amendments
SECTION 1. AUTHORITY. As provided in Article VIII of the Articles of
Incorporation of the Association, these Bylaws may be made, altered or
rescinded, in whole or in part, by a majority vote of the Board of Directors.
SECTION 2. PROCEDURE. Proposed amendments or revisions to these Bylaws shall be
processed according to the following procedure:
a. Any Member of the Board of Directors who wishes to propose an amendment or
revision shall submit the proposal to the President at least twenty one (21)
days prior to the date of any regular meeting or special meeting of the Board of
Directors.
b. The President shall mail the proposed amendment or revision to each Member of
the Board of Directors at least fifteen (15) days prior to the date of the next
regular meeting or special meeting of the Board of Directors, and shall place
the proposal on the agenda for the meeting.
e. The proposed amendment or revision shall be discussed and voted upon at the
next regular meeting or special meeting of the Board of Directors. A majority
vote of the quorum shall be required for the approval of any proposed amendment
or revision. If approved, the amendment or revision shall be submitted by the
President of the University to the Board of Trustees of Florida State University
for its approval. Upon approval by the Board of Trustees, the change shall
become immediately effective.
SECTION 3. PUBLICATION. A copy of the Articles of Incorporation and these
Bylaws, and any amendments or revisions thereto, shall be available in the
Executive Office of the Association.
ARTICLE XII
Miscellaneous
SECTION 1. CONFIDENTIALITY OF ASSOCIATION DOCUMENTS. All records of the
Association other than the auditor’s report, management letter, and any
supplemental data requested by the State Board of Education, the University
Board of Trustees, the Auditor General, and Office of Program Policy Analysis
and Government Accountability shall be confidential and exempt from the
provisions of s.119.07(1), Florida Statutes.
SECTION 2. NO DISCRIMINATION. The Association will not discriminate based upon
race, color, religion, sex, marital status, age, national origin or physical
disability.
SECTION 3. AUTHORITY OF THE UNIVERSITY PRESIDENT. The Articles of Incorporation
and Bylaws will be consistent with applicable rules of the University and the
Florida State University Board of Trustees including, but not limited to, the
right of the President of the University to monitor and control the use of the
resources of the University including, without limitation, the name of the
University. The annual budget of the Association shall be reviewed and approved
by the President of the University through his or her appointed representative.
The President of the University may designate an individual who shall be a Vice
President of the University or other senior officer of the University reporting
directly to the President who shall approve salary supplements and other
compensation or benefits paid to University faculty and staff from the
Association’s assets; and salaries, benefits, and other compensation paid to
employees of the Association consistent with the policies of the Florida State
University Board of Trustees.
SECTION 4. FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES’ MEMORANDUMS. Memorandums
as they are from time to time published are hereby adopted as if set forth
herein in haec verba.
SECTION 5. WAIVER OF NOTICE. Whenever any notice required to be given under the
provisions of the Florida Not For Profit Corporation Act or under the provision
of the Articles of Incorporation and Bylaws of this Association, a written
waiver of the notice signed by the person or persons entitled to the notice,
whether before or after the time the notice was required, will be deemed
equivalent to the giving of the notice.
ARTICLE XIII
Conflict of Interest
SECTION 1. A member of the Board is considered to have a conflict of interest
if:
a. The member has existing or potential financial or other interests in a matter
before the Board which might reasonably appear to impair the member’s
independence, unbiased judgment in the discharge of the member’s responsibility;
or
b. The member is aware that a family member in the same household, or any
organization of which the member is an officer, director, employee, member,
partner, trustee or controlling stockholder, has existing or potential financial
or other interest in such matter before the Board.
SECTION 2. No Director may vote on any matter in which the member has a conflict
of interest. Further, the minutes are to reflect that a disclosure was made that
the member having a conflict of interest abstained from voting.
SECTION 3. A director who is uncertain of a conflict of interest may request the
Board or Executive Committee to resolve by majority vote.
(Posted 11-09-2005)
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