PROPOSED CONSTITUTIONAL AMENDMENTS 2008
Active Alumni Association members are invited to vote on changes to the Association’s constitution.
In addition to general editing that better reflects the work of the Alumni Association and clarifies practices and language as reflected in the constitution, amendments to the constitution:
* Address revisions to the Association’s Vision, Mission, Values statements
* Reduce the length of time from six months to one month when a paying member is considered in arrears and membership lapses
* Establish Board Governance, Compensation, and Planning as additional standing committees of the Board and
* Allow Ohio State honorary degree recipients to become Active members of the Association if they request to join.
The Board of Directors voted its approval of the amendments at its spring meeting on May 16, 2008, and presents the amendments to the Active membership with a unanimous recommendation that they be adopted. Ballots were provided in the July/August issue of Ohio State Alumni Magazine. If approved by two-thirds of the voting Active members, the amendments will take effect at the next meeting of the board, September 26, 2008.
The proposed amendments to the constitution appear below.
CONSTITUTION
THE OHIO STATE UNIVERSITY
ALUMNI ASSOCIATION, INC.
ALUMNI ASSOCIATION, INC.
PREAMBLE
Vision
Our Mission
We
Our Core Values
Tradition
We believe in Ohio State. We cherish the University’s rich and vibrant history and work to enhance its reputation.
Integrity
We keep our promises. Our reputation rests on honesty, fairness, and treating everyone with respect.
Service
We go the extra mile. We provide the highest levels of service to our members, growing alumni community, and the University
Quality
Diversity
Innovation
Our success depends on continuous improvement,
ARTICLE I
Membership
Section 1. For purposes of any statute or rule of law, the members of The Ohio State Alumni Association, Inc. (the “Association”) shall be the Board of Directors. For purposes of this Constitution, the members of the Association shall be the persons who have obtained either Active membership or Associate membership as herein provided.
Section 2. Persons eligible for Active membership shall consist of the following:
(a) Persons holding degrees given “in course” by the University, or
(b) Former students of the University having to their credit the equivalent of fifteen or more quarter hours which have resulted from work successfully completed and on record at the University
(c) Recipients of honorary degrees conferred upon them in the name of the University and by the authority of its Board of Trustees
Active membership in the Association may be obtained by application to the Association and the payment of dues.
Section 3. Persons not otherwise eligible for Active membership, but eligible for Associate membership
(a) Faculty and Staff of the University,
(b) Members of the Board of Trustees,
(c) Officers of the University,
(d) Members of the President’s Club, or
(e) Friends of the University not otherwise eligible for Active membership.
Associate membership in the Association may be obtained by application to the Association and the payment of dues.
Section 4. A husband and wife shall be eligible for joint membership if one of them is eligible for Active membership (if one is ineligible for Active membership, he or she shall be considered an Associate member).
Joint membership in the Association may be obtained by application to the Association and the payment of dues.
Section 5. The honorary membership shall consist of those friends and benefactors of the University designated as honorary members before June 30, 1999.
ARTICLE II
Dues
Section 1. The Board of Directors shall fix the rate of dues, both annual and life, to be paid for Active memberships, Associate memberships, Joint memberships, and others as needed.
Section 2. Any member in arrears more than
Section 3. Only qualified members whose dues are not in arrears shall receive such journals, bulletins, or other printed matters as may be published by the Association or shall receive such other benefits as may pertain to membership in the Association.
ARTICLE III
Meetings
Section 1. A general meeting of the members of the Association may be called by the Board of Directors and shall be called upon the written or electronic demand of five members of the Board. The time and place of such meeting shall be determined by the Board. Four hundred (400) Active members, no more than one hundred (100) of whom reside in any one state, shall constitute a quorum.
Section 2. Any action taken in such a general meeting shall be submitted to the Board of Directors. If approved by the Board, such action shall take effect. If not approved by the Board, such action shall be submitted to the Active members of the Association for vote by mail or electronic ballot at the time of election of Directors at the spring Board meeting. If a majority of the votes cast favor the action, it shall take effect.
Section 3. Any Active member whose dues are not in arrears may vote on all questions presented at any general meetings of the Association.
ARTICLE IV
Directors, Officers, and Representatives
Section 1. The number of Directors shall be 15, of
(a) The Chair of the Alumni Advisory Council shall serve as a member of the Board of Directors ex officio, without a vote, for liaison purposes and
(b) The President of the Student-Alumni Council shall serve as a member of the Board of Directors ex officio, without a vote.
(c) Board members shall serve no more than one five-year term. If the term of the Chair of the Association as a member of the Board of Directors expires prior to his or her term as Chair, the Chair of the Association shall continue as a Director ex officio, without a vote, to the end of his/her term.
Section 2. Any vacancies occurring on the Board of Directors shall be filled for the unexpired term by a two-thirds vote of the Directors then in office.
Section 3. Only Active members of the Association shall be eligible to serve as members of the Board of Directors.
Section 4. At its
The terms of Board Officers and Directors shall begin at the close of the
All Board Officers shall have such duties as may be prescribed by the Board of Directors. The Chair of the Association shall be a member ex officio, without a vote, of all Association boards and committees.
Directors are required to attend four out of any six consecutive meetings, except for extenuating circumstances approved in advance by the Chair of the Association.
Section 5. The Board of Directors also shall select a President/CEO of the Association, who shall also be
The President/CEO of the Association may appoint one or more Vice Presidents of the Association and such other officers of the Association as may be deemed necessary. All such Association Officers shall have duties as may be prescribed by the President/CEO and shall serve at the pleasure of the President/CEO.
Section 6. There shall be appointed by the Board of Directors of the Association such representatives from the Active membership of the Association as are called for in the regulations of The Ohio State University Foundation, The Ohio State University Research Foundation, the Athletic Council, and such other University boards and councils as shall require Association representation. Terms of the alumni representatives shall be set by the Association Board of Directors, but shall not exceed the terms of other members specified in the regulations of such boards and councils.
Section 7. All Board
Section 8. Any Board Officer may be removed from office and any Director may be removed as a Director by the Board of Directors, with or without cause, at any time by the affirmative vote of two-thirds of the Directors then in office. Any vacancy occurring on the Board of Directors by reason of this Section shall be filled as provided in Section 2 of this Article IV.
ARTICLE V
Duties of the Board of Directors
Section 1. The Board of Directors shall have oversight of the executive, financial, and administrative affairs of the Association. It shall select the President/CEO, who shall act as Secretary of the Association.
Section 2. The Board of Directors shall meet regularly on dates to be fixed by the Board of Directors. Special meetings may be called on authority of the Chair of the Association or by mail or electronic petition to the Chair of the Association by five members of the Board.
Section 3. The Board of Directors may establish, amend, or annul bylaws in harmony with this
Section 4. The Board of Directors shall provide for the publication of such journals and bulletins, which may include an alumni magazine, and for such communication by other media as will advance the work and activities of the Association and shall determine all questions with respect thereto.
Section 5. When it is inexpedient or inconvenient to call a meeting for the transaction of business, matters to be acted upon may be submitted to members of the Board by mail or electronically communicated, either directly or through the President/CEO, and may be voted upon by the method selected above.
Section 6. Voting/Quorum
(a) In selecting the President/CEO, fixing his/her duties and determining his/her compensation and in establishing, amending, or annulling bylaws, the affirmative votes of two-thirds (10) of the Board of Directors then in office shall be necessary.
(b) For all other matters, the affirmative vote of a majority of the Board of Directors shall be necessary if the vote be by letter or
(c) If the vote be at a meeting of the Board of Directors, the affirmative votes of a majority of a quorum present shall suffice. Eight (8) or more members of the Board of Directors shall constitute a quorum.
ARTICLE VI
Committees
Section 1.
(a) Committees, sub-committees, and task forces may be appointed by the Chair of the Association to serve at his/her discretion.
(b) Board Governance, Compensation, Finance, Human Resources, Membership, and Planning are specified to be permanent committees.
ARTICLE VII
Election of Directors
Section 1. Nominations for members of the Board of Directors shall be made by a committee of five Active members of the Association, no more than two of whom shall be current Board members, appointed by the Chair of the Association.
The names of the members of the nominating committee shall be published in an issue of the alumni magazine designated by the Board of Directors, and may be posted on the Association’s Web site, together with requests for suggestions from the membership at large. The nominating committee shall confer not less than one month after publication of the names of the members, but as soon thereafter as practicable, and shall consider all names that have been suggested, after which the committee shall nominate one person for each position to be filled. All nominees must be Active members whose dues are not in arrears and who shall have signified their willingness to attend to the duties of their offices.
Section 2. Initial contact with the selected slate and a request to serve shall be made by the Alumni Association President/CEO. After all nominees have consented to serve, their names shall be presented to the Board for vote at the
Section 3. The newly
Section 4. The new members of the Board shall take office at the end of the fall Board meeting.
ARTICLE VIII
Alumni Advisory Council
Section 1. There shall be an Alumni Advisory Council consisting of not more than 45 duly qualified members of the Association. The colleges, regional campuses, Offices of Vice Presidents, Office of Academic Affairs, WOSU, and the Graduate School shall each be represented by one member. In addition, the senior member representing the Association on University boards and councils, such as the Athletic Council and The Ohio State University Foundation, shall be appointed. Additional members may be appointed also to represent the University at-large.
All members shall be appointed by the Association Board of Directors, and their terms shall be not less than three (3) or more than four (4) years. No member may be appointed for more than two (2) consecutive terms. However, the immediate past
Section 2. Only Active members of the Association shall be eligible to serve as members of the Alumni Advisory Council.
Section 3. No member of the Alumni Advisory Council shall, at the same time, be a member of the Board of Trustees or be in any other way connected with the faculty or staff of The Ohio State University, or hold any other office in The Ohio State Alumni Association, except the President/CEO, who shall be Secretary of the Alumni Advisory Council ex officio, without a vote, and the Chair of the Association
Section 4. The Association Board of Directors, in appointing members of the Alumni Advisory Council, shall consult with and seek the suggestions of the President of the University, the deans of the respective
Section 5. The Alumni Advisory Council shall promote the general welfare and interests of the University and, in particular, shall conduct research into and make studies of University and/or alumni
Section 6. The Alumni Advisory Council shall keep a complete record of all of its activities. It shall consult with the Association Board of Directors on such matters in connection with its activities as, in the opinion of the Alumni Advisory Council, may be so communicated without detriment to its work. The Association Directors, at their discretion, may inquire into the activities of the Alumni Advisory Council.
Section 7. The Alumni Advisory Council shall be the sole judge as to the disposal of any reports it may prepare, or which may be made to it except that, upon request, any and all reports of the Alumni Advisory Council shall be made available to the Association Board of Directors.
Section 8. The Alumni Advisory Council shall elect its own organization for the conduct of its business and may adopt bylaws consistent with this Article VIII. It shall have power to appoint committees outside its own membership for purposes of securing needed information.
ARTICLE IX
Alumni Societies
Section 1. College, departmental, or special interest societies may be chartered by this Association to promote post-collegiate assemblies along vocational and professional lines or to promote fellowship among themselves and interest in the University.
Section 2. Each society shall be provided with the sample constitution for societies approved by the Association Board of Directors. The sample constitution shall then be submitted by the Officers or leaders to the members of the society, who may adopt it in total or make changes to meet the society’s particular needs. Such constitution, as adopted by the society in a regular or called meeting, must be approved by the Association Board of Directors. Upon receipt of such approval, such constitution shall constitute the principles under which the society shall operate.
Section 3. Upon the formal, written or electronic notification of the adoption of a constitution in a form approved by the Association Board of Directors, the Board of Directors shall charter the special interest group as an official alumni society.
Section 4. All Officers and Board members must be dues-paying members of The Ohio State University Alumni Association, Inc.
Section 5. Recommendations regarding the University curriculum or a policy emanating from the societies must be taken through the Alumni Advisory Council to the Association Board of Directors.
Section 6. The President/CEO of the Association, or his/her designee, shall have power to remove an
ARTICLE X
Alumni Clubs
Section 1. Alumni clubs shall be chartered by this Association on a geographical basis to promote the mission of the Association and the University and to develop closer fellowship among the graduates and former students of the University.
Section 2. Each club shall be provided with the sample constitution for clubs approved by the Association Board of Directors. The sample constitution shall then be submitted by their Officers or leaders to the members of the club, who may adopt it in total or make changes to meet the club’s particular needs. Such constitution, as adopted locally by the club in a regular or called meeting, must be approved by the Association Board of Directors. Upon receipt of such approval, such constitution shall constitute the principles under which the club shall operate.
Section 3. Upon the formal, written or electronic notification of the adoption of a constitution in a form approved by the Association Board of Directors, the Board of Directors shall charter the local group as an official alumni club of the University.
Section 4. All Officers and Board members must be dues-paying members of The Ohio State University Alumni Association, Inc.
Section 5. Recommendations regarding University curriculum or a policy emanating from the alumni clubs must be taken through the Alumni Advisory Council to the Association Board of Directors.
Section 6. The President/CEO, or his/her designee, of the Association shall have power to remove an
ARTICLE XI
Indemnification and Insurance
Section 1. The Association shall indemnify each person who is or was a Director or an Officer of the Association, and each person who may have served at the Association’s request as a director, trustee, or officer of any other corporation, partnership, trust, venture, or other entity or enterprise, including any employee benefit plan, to the fullest extent now or hereafter permitted by Ohio law, with respect to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which such person is or was a party by reason of the fact that such person is or was a Director or Officer of the Association, or by reason of the fact that such person is or was serving at the Association’s request as aforesaid. Indemnification hereunder shall include all expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement if actually and reasonably incurred by such person in connection with such action, suit, or proceeding. Such expenses shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding promptly as they are incurred, but only upon receipt of a written agreement signed by or upon behalf of such person to repay such amounts if it ultimately is determined that such person is not entitled to be indemnified by the Association.
In addition, the Association may indemnify or agree to indemnify any person who is or was a party to, or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was an employee, agent, or volunteer of the Association, or by reason of the fact that such person is or was serving at the request of the Association as an employee, agent, or volunteer of any other corporation, partnership, joint venture, trust, or other enterprise; subject, however, to the limitations imposed by Ohio law.
Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason other than by being or having been a Director or an Officer of the Association or having served at the Association’s request as a director, trustee, or officer of any other corporation, partnership, trust, joint venture, or other entity or enterprise, shall be reviewed by the Board of Directors, and indemnification of such person shall be authorized by the Board of Directors only if it is determined by the Board of Directors that indemnification is proper in the specific case, and, notwithstanding anything to the contrary in this Constitution, no such person shall be indemnified to the extent, if any, it is determined by the Board of Directors or by written or electronic opinion of legal counsel designated by the Board of Directors for such purpose that indemnification is contrary to applicable law.
The indemnification provided by this Section is not exclusive of, and shall be in addition to, any other rights to which such persons may be entitled. Such indemnification shall continue as to persons who have ceased to be directors, officers, employees, agents, or volunteers, and shall inure to the benefit of the heirs, executors, and administrators of such persons.
Section 2. The Association may, as the Board of Directors may direct, purchase and maintain such insurance on behalf of any person who is or at any time has been a Director, trustee, Officer, employee, or other agent of or in a similar capacity with the Association, or who is or at any time has been, at the direction or request of the Association, a director, trustee, officer, administrator, manager, employee, member, advisor, or other agent of or fiduciary for any other corporation, partnership, trust, venture, or other entity or enterprise, including any employee benefit plan, against any liability asserted against and incurred by such person, by reason of the fact that such person was serving in any such capacity at the Association’s request.
ARTICLE XII
Amendments
Section 1. Amendments to this Constitution may be proposed by means of a petition presented to the President/CEO not later than January 1st of any given year and signed by not less than five percent of the number of Active members as of the previous June 30th, or by means of a resolution adopted by the Board of Directors. The proposed amendment shall then be submitted to the entire Active membership of the Association. Ballots shall be provided, returned, counted, and the results announced in a manner decided upon by the Board.
Section 2. An affirmative vote of two-thirds of the total votes cast on an amendment shall render an amendment effective at the next meeting of the Board.
_______________________________________
The Ohio State University Alumni Association, Inc.
Longaberger Alumni House
2200 Olentangy River Road
Columbus, Ohio 43210‑1035
(614) 292‑2200
http://www.ohiostatealumni.org
First adopted: 1911, Amended: 1912, 1914, 1915, 1917, 1922, 1923, 1937, 1944, 1949, 1951, 1960, 1964, 1967, 1969, 1971, 1975, 1982, 1985, 1986, 1992, 1993, 2000,and 2006, and 2008.
The Ohio State University Alumni Association, Inc.
Longaberger Alumni House
2200 Olentangy River Road
Columbus, Ohio 43210‑1035
(614) 292‑2200
http://www.ohiostatealumni.org
First adopted: 1911, Amended: 1912, 1914, 1915, 1917, 1922, 1923, 1937, 1944, 1949, 1951, 1960, 1964, 1967, 1969, 1971, 1975, 1982, 1985, 1986, 1992, 1993, 2000,
