BylawsBYLAWS OF THE HOUSTON BAPTIST UNIVERSITY
ALUMNI ASSOCIATION AND BOARD OF DIRECTORS
ARTICLE I. COVERAGE AND SCOPE
The HOUSTON BAPTIST UNIVERSITY ALUMNI ASSOCIATION (“Association”), which is presided over by the Houston Baptist University Alumni Board of Directors (“Board”), shall be governed by the Bylaws set forth in this document. To the extent that a Board of Directors elects to adopt its own rules of operation for any particular term, those rules shall supplement—but may in no way contradict—the core expectations and rules set forth in these Bylaws.
ARTICLE II. PURPOSE
The purpose of the Association, on its own and through its Board, include but are not limited to:
ARTICLE III. OFFICES AND ASSOCIATION RECORDS
promoting and supporting the interests of Houston Baptist University ("the University"), and contributing toward maintaining the ideals and aims of the University;
sponsoring programs intended to stimulate intellectual and social participation among alumni;
encouraging alumni to participate in and contribute to the progress of the University;
strengthening the bond between the University and the community; and
assisting in the recruitment and retention of outstanding students and faculty as requested by various departments across campus.
The principal office of the Association in the State of Texas shall be located in the City of Houston, County of Harris. The Association may have other such offices either within or outside the State of Texas, as the Board of Directors may designate or as the business of the Association may require from time to time.
Permanent records of the Association are to be maintained at a central location to be determined by the current Board of Directors based on either its rules of operation (if applicable), or business practicality, based on meeting location and available storage. These records may include, but are not limited to, minutes of the Board meetings, rules of operation (if applicable), membership rolls and information, committee minutes and records, resolutions, financial statements and tax returns.
ARTICLE IV. COMMUNICATIONS
Unless otherwise specified, all notices and communications referenced in or required by these Bylaws may be sent by the means most economically and practically feasible based on the purpose of each communication. Acceptable methods may include, but are not limited to, US mail, electronic mail, social media, HBU-sponsored web pages, and/or announcement in official University publications. Board Members and Association Members are responsible for regularly checking for information at the addresses or sites they have provided to the University for such communications.
ARTICLE V. ASSOCIATION MEMBERSHIP AND PRIVILEGES
. Membership into the Association will be bestowed on each graduate or any former credit student of Houston Baptist University. Members who otherwise qualify may have the right to serve as officers, directors, and/or committee members on the Board.
B. Honorary Membership.
Honorary Membership may be bestowed on any person who shows active support and interest in the Association. Honorary Membership is contingent upon a vote of a simple majority of the Board of Directors. Honorary members may attend all functions of the Association.
ARTICLE VI. MEETINGS OF THE ASSOCIATION MEMBERSHIP
A. Annual Meeting
. The Annual Meeting will be held Homecoming Weekend. Notice for the meeting will be communicated as provided in Article IV above at least thirty (30) days in advance of the Annual Meeting.
B. Special Meeting
. A special meeting of the entire Association may be called by the Board of Directors or by petition of fifty (50) members of the Association. Notice for the meeting, which must include the nature of the meeting and the scope of proposed business to be conducted at the meeting, must be communicated as provided in Article IV above at least thirty (30) days in advance of the meeting, unless otherwise decided by a simple majority of the Board of Directors. Only business stated in the Notice will be voted upon at the Special Meeting.
C. Location of Meetings
. The Board of Directors may designate any place, either within or outside the State of Texas, as the place of meeting for any Annual, or Special Meeting called by the Board of Directors. If no designation is made or if a Special Meeting is otherwise called, the place of meeting shall be the registered office of the Association in the State of Texas.
ARTICLE VII. BOARD OF DIRECTORS
A. General Powers, Duties and Composition
. The Board shall manage the business and affairs of the Association. Duties of the Board include planning and coordination of meetings and activities of the Association, transacting business pertaining to or for the Association, approving actions and appointments of the Chair of the Board, conducting elections; appointing committee chairs and members, and approving committee actions. Barring exceptional circumstances, the Board shall at all times have between 5 and 20 members (“Directors”).
B. Qualifications and Tenure of Directors
. Each Director shall fully support and testify to the Preamble of the University as fundamental to his or her personal beliefs. Directors shall be classified with respect to the time for which they shall each hold office by dividing them into classes, with a group of members rotating off each year based on their initial date of service and their leadership role, if applicable.
At each annual election, successors to the class of Directors whose terms shall expire that year shall be elected to hold office for a term of three (3) years unless otherwise specified in these Bylaws. Each Director shall hold office until his or her term of office shall have expired or until his or her successor shall have been elected and qualified.
. The Board shall elect from the Directors by simple majority vote, a Chair of the Board (“Chair”), Vice-Chair of the Board (“Vice-Chair”), Secretary of the Board (“Secretary”) and Treasurer of the Board (“Treasurer”). The Board may also create and elect other offices as required from time to time.
The duties of the Chair include presiding over meetings of the Association and meetings of the Board, calling special meetings, aiding in preparation of financial recommendations, and serving as an ex-officio member of all committees. The Chair will be elected from the ranks of those Directors who are beginning their second or third year of office as a Director. The Director elected by the Board to serve as Chair shall hold the office of Chair for a term of two (2) years. Should the Chair be elected during the third year of his or her term as a Director, the Chair’s term as a Director shall automatically be extended to a term of four (4) years to accommodate the term of two (2) years as a Chair.
The Vice-Chair must have the qualifications required to serve as Chair at the time of appointment and will perform the duties as assigned by the Chair or the Board. The Vice-Chair is to become familiar with the office of the Chair in case of absence or disability of the Chair.
The duties of the Secretary include acting as the recording secretary of meetings of the Association and the Board, providing the minutes to the Board following each meeting for preparation and distribution, receiving and tallying votes and performing such other duties as deemed appropriate by the Board.
The duties of the Treasurer include reporting on expenditures and receipts on behalf of the Association and serving as chair of the Finance Committee.
D. Ex-Officio Members
. Ex-officio members of the Board, who will not have voting rights, shall include:
The Chair of the Board of Trustees of the University;
The President of the University;
The Vice-President of University Advancement;
The Director of Alumni Relations of the University; and
The President of the Student Government Association of the University.
The Director of Alumni Relations of the University, or any other person designated by the University President, will be the Executive Director of the Association. The Executive Director serves as an ex-officio member of the Board and as an ex-officio member of all committees. It is the responsibility of the Executive Director to coordinate all activities of the office of the Association. This includes maintaining files on alumni with names, addresses, date of graduation and major; making recommendations to the Board; coordinating the work of all committees; and performing all functions essential to the operation of an efficient alumni association.
1. Nominating Committee
. The Nominating Committee will be composed of at least three Directors. The Nominating Committee will meet to nominate candidates for the Board. Attention should be given that various graduation years, colleges/schools and professions are represented. The chair of this committee will present the nominations for membership on the Board.
2. Finance Committee
. The Finance Committee will be chaired by the Treasurer. The duties of this committee will be to make recommendations for financial expenditures on behalf of the Association and to develop strategies for advancement activities.
3. Special Committees
. Special Committees will be appointed by the Chair when needed to accomplish business of the Association or the Board, including, but not limited to scholarships and awards committees.
F. Election Procedure
. The Nominating Committee will nominate proposed candidates for available Director positions on the Board, and make those recommendations to the President of the University. Candidates who receive no objection will move forward to a simple majority vote of the Board of Directors. New Directors will be presented at the Annual Meeting.
G. Regular Meetings of the Board
. The regular meeting of the Board shall be held at least four (4) times a year for the transaction of such business as necessary for the effective operation of the Board and The Association. The Board of Directors may schedule a time and place for the holding of additional, regular meetings with reasonable notice to Board members by any means provided in Article IV above and as set forth in Section F below.
H. Special Meetings of the Board
. Special meetings of the Board of Directors may be called by or at the request of the Chair or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place appropriate for inclusion of a majority of Directors as the place for holding any meeting of the Board called by them.
. Notice of any Regular Board meeting shall be given at least seven (7) days prior to the meeting in accordance with Article IV of these Bylaws. Notice of any Special Meeting shall be given as soon as practicable. Directors will be expected to provide to the chairs and other Directors a current e-mail address that they check daily so that notification may be provided as efficiently as possible.
J. Manner of Acting
. The act of the simple majority of the Directors present at a meeting shall be the act of the Board.
. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a simple majority of the remaining Directors. A Director selected to fill a vacancy shall serve the remaining portion of the unexpired term of the vacancy. Any directorship shall be filled by election at an annual meeting or at a special meeting of the members called for that purpose.
L. Presumption of Assent
. A Director who is at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she files a written dissent by electronic or registered mail to the Secretary of the Board within 24 hours of the adjournment of the meeting. Such right to dissent shall not apply to a Director who has voted in favor of such action.
M. Expectations of Conduct
. The heart of a University’s Alumni Association and Board of Directors is the goodwill and relationships they have with current and former students, parents, faculty, staff and members of the community. Furthermore, Directors at all times—whether on or off campus or during or outside Board business hours—serve as public representatives of Houston Baptist University, the Alumni Association, and the Board. Whenever Directors engage in conduct or communications that identify themselves with the University or its Alumni Association/Board, or which in any way relate to the University or its Alumni Association/Board, they must be constantly mindful of whether such conduct or communications are professional and beneficial, or damaging, to the University’s reputation and relationships.
Directors should not engage in any conduct or communications which would defame, discredit or otherwise attack the University, its officials, students, faculty or staff, or any of its services. This expectation extends to conduct on and off campus, and in person or via internet-based sites which provide for social networking, professional networking or recreation. Directors may also not publish, use or disseminate any information learned during Board meetings which may be confidential or proprietary in nature.
The University will consider conduct or communications by Directors in violation of this provision and determine what consequences may apply, including, but not limited to, those set forth in Section N below.
N. Absences and Removal Procedure
. Directors are expected to attend all regular and special meetings of the Board unless they have an unavoidable conflict. Directors who miss two (2) or more meetings of the Board in any twelve (12) month period may be considered for removal as set forth below. The Board may also consider for removal Directors who, although present for the required meetings and/or functions, conduct themselves in a disruptive manner, fail to fulfill assigned tasks they have volunteered for or been assigned, or otherwise impede the successful and efficient operation of the Board. Any Director being considered for removal shall be given notice by any means outlined in Article IV above at least thirty (30) days prior to the start of any removal procedures to provide that Director an opportunity to appear and show good cause why he/she should not be removed.
. Any Director eligible for removal as set forth above in Sections M and N may be asked to resign his or her position upon a majority vote of the Board of Directors. If the Director refuses to resign, the Director may be removed by a two-thirds (2/3) vote of the remaining Directors. A successor may be appointed by the Board of Directors, pursuant to Section K regarding vacancies.
O. Contracts, Loans and Deposits.
. Any and all contracts or agreements which bind Houston Baptist University, through the Alumni Association, to a third party must be reviewed, approved and signed by the University’s Chief Financial Officer, the University President or their designee.
2. Checks, Drafts, Etc
. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by Houston Baptist University’s Chief Financial Officer, University President or his designee.
. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the University may select.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Association and the Board currently runs from June 1 to May 31, but may in the future adjusted as needed to align with the fiscal year of the University.
ARTICLE IX. EXEMPT ACTIVITIES
Notwithstanding any other provisions of these Bylaws, no Director, officer, employee or representative of the Association shall take any action or carry on any activity by or on behalf of the Association or Houston Baptist University not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and the Regulations thereunder as they now exist or as they may hereafter be amended.
ARTICLE X. PROHIBITION AGAINST SHARING IN THE ASSOCIATION EARNINGS
No Member, Director, officer, or employee of or member of a committee, or person connected with the Association, or any other private individual shall receive at any time any of the net earnings or financial profit from the operations of the Association. Nothing in this Article prevents payment to any person for reasonable compensation for services rendered to or for the Association in alignment with these Bylaws or any rules of operation (if applicable).
ARTICLE XI. AMENDMENTS
A. Proposed Amendments
. Amendments to these Bylaws may be proposed by the Board of Directors at any regular or special meeting, or by petition of at least fifty (50) Members via communication to the present Chair. The Chair may form a committee to consider such proposed amendments and/or draft proposed amendments in accordance with any concerns raised by the Board or the Members, and/or may utilize a regular or special meeting for same. Directors will receive notification of any proposed amendment at least thirty (30) days prior to voting by any means provided for in Article IV above.
B. Final Amendments
. Any final amendments to these Bylaws must be approved by the University President or designee and two-thirds (2/3) of the Board of Directors.
C. Effective Date
. Unless otherwise stated, all amendments of these Bylaws are deemed effective upon the date of approval.
Approved by the Alumni Board of Directors
October 31, 2011