Walla Walla University Alumni Association Constitution and Bylaws

ARTICLE I: 名称和营业地点应为:沃拉沃拉大学校友会. Its principal place of business shall be: Havstad Alumni Center, 20 SW 4th Street, College Place, Washington.

ARTICLE II: Purpose
The purpose of the Alumni Association is to encourage alumni to support Walla Walla University and its purposes and goals.

它为校友提供了与大学社区保持持续关系的机会.

To fulfill this purpose, the Association has the following goals:

• To inform and educate alumni about the University;
• To preserve the heritage of the University;
• To promote a sense of “family” with alumni as champions of the University;
• 通过参与协会主办的活动，促进会员的忠诚和承诺;
• To monitor and respond to alumni opinion;
• To publish alumni news;
• To encourage financial support of the University;
• To aid in student recruitment and retention;
• 通过校友学生联系让在校生参与进来(见第十条);
• To build an active and influential volunteer base.

ARTICLE III: Membership
The following are classes of membership of the Alumni Association:

Regular Members – Anyone who has been a student, faculty member, administrator or a staff member at Walla Walla University, Walla Walla College, Portland Sanitarium and Hospital, or College Place Trade School shall be a regular member. 他/她将享有校友会的一切特权，并有表决权. Regular members are eligible to hold elected offices except for those currently on Walla Walla University payroll.

 

Honorary Members – All recipients of honorary degrees from Walla Walla University, and individuals who have rendered valuable service to Walla Walla University and have been elected to honorary membership in the Alumni Association by the Alumni Board shall be honorary members. They shall be entitled to all the privileges of the Association, except that of holding elective office.

Membership in the Alumni Association shall be for life.   

ARTICLE IV: Powers

A. The powers of the Alumni Association shall be vested in the Alumni Board.

B. The Alumni Board shall have the power to conduct, manage, 并在其认为合适的情况下控制校友会的事务, but not inconsistent with the Constitution and Bylaws, the Articles of Incorporation, or the laws of the State of Washington.

C. The Alumni Association shall possess the following powers:

1. To act as trustee under any trust incidental to the principal objects of the Alumni Association and to receive, hold, administer, 并使用受该信托和上述B中所述参数约束的资金和财产;
2. To receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and otherwise to acquire and hold all property real or personal, including shares of stocks, bonds, and securities of other corporations or individuals;
3. To convey, exchange, lease, mortgage, encumber, transfer upon trust or otherwise dispose of all property, real or personal;    
4. To enter into contracts;   
5. 借贷:借钱、订立债务、发行债券、票据和债券并担保;  
6.  To do all other acts necessary or expedient for the administration of the affairs and attainments of the purposes of the Alumni Association.

ARTICLE V: Administration
Section 1: The Alumni Association Board

A. Membership-The Alumni Board shall consist of 13 members as described below, each of whom shall have one vote:

1. Five elected officers, namely:
   1. Board Chair
   2. President
   3. President Elect
   4. Secretary
   5. Treasurer
2. Six members elected from among the members of the Alumni Association
3. 沃拉沃拉大学行政当局的两名当然成员，即:
   1. WWU Vice President for University Advancement
   2. WWU Director of Alumni Relations
   3. 当然委员的任期为沃拉沃拉大学的行政任期.

B. Duties

1. 指导、管理和控制校友会的事务、业务和财产;
2. To encourage, establish, and control trusts;
3. To acquire property rights and privileges for the Alumni Association on terms and conditions consistent with the Articles of Incorporation;
4. To manage the day-to-day affairs of the Havstad Alumni Center ensuring its smooth operation in relationship to the goals of the Association and the University
5. 罢免任何经裁定有犯罪行为或严重道德失当行为的官员或董事会成员, or negligence in performance of Alumni Board duties. 此项行动须经理事会成员投票的三分之二多数通过.
6. To appoint a member of the Alumni Association to complete the unexpired term of an officer of Board member unable to complete his/her term of office (see Article V, Section 4, D).  
7. To attend and participate in the annual Alumni Association business meeting; 
8. To appoint committees as needed and as required by this constitution;
9. 配合母公司的分会、单位或其他分支机构的设立.

C. Meetings

1. 董事会应应主席召集，在主席指定的时间和地点举行会议, with a minimum of two meetings per year.
2. The first meeting of the Board shall be held within 120 days after July 1.
3. Written or oral notice shall be given to each Board member at least 10 days before any regular or special meeting.

Special meetings of the Board may be called at any time by the Board Chair.

A majority of the total board membership present at any regularly called meeting of the Board shall constitute a quorum to transact business.

Section 2: The Alumni Association Officers

A.  Officers and Their Duties

1. Alumni Board Chair

It shall be the duty of the Board Chair:

• a. 召集及主持校友会所有定期及特别会议;
• b. To call special meetings of the Board when necessary;
• c. To serve as a member of the Executive Committee;
• d. 协助校友会主席履行其职责.

2. President

It shall be the duty of the President:a. 召集和主持校友会及执行委员会的所有会议. To call and to preside over special meetings of the Alumni Association at the request of the Alumni Board or by written request of 75 regular members of the Association;c. To annually appoint a parliamentarian, with the consent of the Executive Committee, for all meetings of the Alumni Association;d. 在校友会主席缺席时主持校友会会议. 监督和支持校友会决议和行动的实施. 在符合校友会章程及章程的情况下，进行校友会的业务及活动. To serve as a member of the Endowment Trust Fund Committee;

To work cooperatively with the Director of Alumni Relations in strategic planning for the Alumni Association and in organizing and coordinating homecoming, chapter meetings, and other alumni activities. 校长应在校友会业务会议上向校友会作年度报告.

3.     President Elect
It shall be the duty of the President Elect:a. To become familiar with the duties of the Alumni Association President;b. (二)在主席不在时，履行主席的职责，行使主席的权力. To serve as a member of the Executive Committee and the Alumni Board;d. 协助校友会主席履行其职责.

4.    Secretary
It shall be the duty of the Secretary:a. To serve as a member of the Executive Committee and the Alumni Board;b. To be responsible for recording the minutes of meetings of the Alumni Board, the Executive Committee, and the Alumni Association;c. To ensure that there is a permanent record of all Alumni Board, Executive Committee, and Alumni Association minutes in the Alumni Association office. To assist the Alumni Association President as may be requested.

5.    Treasurer
It shall be the duty of the Treasurer:
a.    To serve as a member of the Executive Committee, the Alumni Board, and the Endowment Trust Fund Committee;

b.    To have custody of and account for all Alumni Association funds, 并监督所有的交易，以确保它们遵循批准的内部审计程序;

c.    To prepare monthly financial reports for every Alumni Board meeting, the Executive Committee, and the Alumni Business meeting.

d.    为捐赠信托基金委员会编写季度投资报告;   

e.    To prepare required federal and state tax forms.

Section 3: Election of Alumni Association Officers and Board Members
校友会每年从被提名者名单(见A, 3 below) a President Elect and two elected Board members. 此外，协会每隔一年选举一名秘书和一名司库.                                                    

A.  Nominations   
1.    校友会理事会每年检讨提名委员会的指引.   

2.    The Executive Committee shall each year appoint a seven-member Nominating Committee and designate the chair.  其他提名委员会成员须为校友会的正式会员, but no more than two may be Alumni Board members.  In addition to the seven committee members, the Alumni Director shall also serve on the committee as a non-voting member. In making appointments, the Executive Committee shall give due consideration to balance in gender, graduation era, field of expertise, etc.

3.    提名委员会通常会为每一个选举产生的职位或董事会职位选出两名候选人.

4.    The Nominating Committee’s final report shall be submitted to the Executive Committee and the Alumni Association Board.

B.   Voting
Election of Alumni Association officers and Board members shall be through postal mail or electronic mail. To be counted, the votes must be confidential and identifiable and received by the election board no later than April 15.

C.   Election Board
The Nominating Committee shall serve as the election board. 获得某一职位多数选票的被提名人应当选该职位. The Election Board shall count the ballots and certify the election results.

D.    Tie Votes
When two nominees for any elected office or Board position receive the same number of votes the Alumni Board shall vote to break the tie.

Section 4: Terms of Office All newly elected officers and Board members shall enter upon their respective duties July 1.

The President Elect shall serve a three-year term. However, he/she will serve one year as President Elect, the next year as President, and the third year as Alumni Board Chair. The Secretary and Treasurer shall serve staggered two-year terms. All elected Board members shall serve three-year terms. The Board shall appoint a regular member of the Alumni Association to complete the unexpired term of an elected officer or Board member who is unable to complete his/her term of office (see Article V, Section 1, B, 4 and 5).

Section 5: The Executive Committee
A.    执行委员会应由下列七名成员组成, each of whom shall have one vote except for the WWU Director of Alumni Relations who shall be non-voting.

       1. Five elected Alumni Association officers, namely:

a.    Board Chair
b.    President
c.    President Elect
d.    Secretary
e.     Treasurer

      2.  Two Walla Walla University Employees, namely:

a.    WWU Vice President for University Advancement
b.    WWU Director of Alumni Relations

Duties
1.    The Executive Committee shall have charge of the day-by-day operation of the Alumni Association and the Havstad Alumni Center. Its transactions shall be reported at the next meeting of the Alumni Board.

2.    The Executive Committee shall have the power to appropriate funds, not to exceed $5000 annually, 用于日常开支，包括哈夫斯塔德校友中心客房旅馆的日常维护.

3.    其他拨款和合同义务只有经校友会批准后方可作出. 执行委员会应委任任何委员会处理日常事务.

Meetings
1.    The Executive Committee shall meet at the call of the Alumni Association President at such time and place as the President shall appoint, with a minimum of six meetings annually.    

2.    Written or oral notice shall be given to each member of the Executive Committee at least 48 hours before any meeting.    

3.    Four members present at any regularly called meeting of the Executive Committee shall constitute a quorum to transact business.

ARTICLE VI: Director of Alumni Relations
A.    The University Administration shall appoint a Director of Alumni Relations in counsel with the Alumni Board.

B.    The Director of Alumni Relations is an employee of the University whose duties are outlined in a job description crafted by the University in counsel with the Alumni Board.

C.    The Director of Alumni Relations acts as a liaison between the University and the Alumni Association Board and Executive Committee.

D.    The Director of Alumni Relations serves as a member or observer of all committees appointed by the Alumni Association Board and Executive Committee. The Alumni Board will give an annual review to the VP for University Advancement of the job performance of the Director of Alumni Relations.

Article VII: Financial Matters
校友会的所有资金由校友会司库保管并负责结算.

Section I: Alumni Association General Funds
Alumni Association funds may be used for expenses pertaining to the operation of the Association such as the guest motel, capital improvements, asset depreciation, scholarships, and other miscellaneous items involved in the operation of the Association. 

Members of the Executive Committee are authorized to sign contracts, checks, 根据审计委员会核准的内部审计程序履行法律义务.

The Alumni Association officers and Board members shall serve without salary or remuneration from the Alumni Association for their services with the exception of the secretary and treasurer.  这两个职位的津贴每年由校友会董事会决定.

Section 2: Helen Wineberg Kendall Alumni Association Endowment Trust Fund
The principal of the Endowment Trust Fund shall remain in perpetuity a separate and distinct fund owned and administered by the Alumni Association in compliance with the laws of the State of Washington regarding endowed funds. (See Appendix A)

捐赠信托基金由校友会完全独立投资.

The Endowment Trust Fund shall be administered by an eight-member committee, which shall be appointed by the Alumni Board. The Board shall appoint six regular members of the Alumni Association to serve staggered three-year terms beginning July 1. 校友会会长及司库为委员会当然委员. 该委员会每年从其成员中选出一名主席，并任命一名秘书. (See Appendix A, Section B)The Endowment Trust Fund investment guidelines shall be determined by the Alumni Board and reviewed annually. The committee shall manage, invest, and reinvest the Endowment Trust Fund, shall collect the income thereof, and shall dispose of the net income according to the terms and conditions pertaining to the fund as voted by the Alumni Board. The committee shall make an annual report to the Alumni Board. Approval by the Board shall constitute a complete discharge of the committee as to all matters set forth in the accounting.
 

Section 3: Alumni Association Scholarship Funds
The Association’s scholarship recipients shall be selected by the process used by Walla Walla University to select other scholarship recipients. An Alumni Association representative appointed by the Executive Committee shall work with the university personnel to ensure the Alumni Association’s named scholarships will be awarded according to the guidelines established by the donors.

A.    The Alumni Association’s general scholarship will be awarded according to the guidelines established by the Alumni Board.

Section 4: University Funding
A.    It is understood that Walla Walla University provides operating funds for expenses such as salaries and benefits for the university employees who work in concert with the Alumni Association and provides those employees with necessary office supplies and equipment. In addition, the University plans and funds selected alumni events including the annual events including the annual homecoming.

B.    Walla Walla University provides funding for operation of Havstad Alumni Center as outlined in a separate and renewable agreement.

Section 5: Indemnity
Each director, officer, board, or committee member shall be indemnified and held harmless from claims asserted relating to the member’s activities. For this purpose, the following principles shall be followed:

This indemnification shall be interpreted broadly, 符合州法律，因为它适用于非营利性董事会成员的利益.

This indemnification shall include costs and expenses incurred by the member in connection with any legal proceeding.
The intent of this indemnification is to minimize any financial risk to a member for participation on behalf of the Alumni Association.

This indemnification shall not apply to intentional misconduct, negligence, or the knowing violation of a law.

This indemnification shall not apply to the extent a member personally financially benefits unless such benefit has been approved by the entire Alumni Association Board after full disclosure.

ARTICLE VIII: Alumni Association Meetings
A.    A business meeting shall be held annually during Alumni Weekend.

B.    The Alumni Association President will call and chair all regular and special meeting of the Alumni Association.

C.    Notice of regular and special meetings shall be mailed to each member at least 30 days prior to the meeting.

D.    Fifty members present at any regular or special meeting of the Alumni Association shall constitute a quorum to transact business.

The parliamentarian appointed by the Alumni Association President will serve at all meetings of the Alumni Association (see Article V, Section 2, A, 2, c).The agenda for all meetings of the Alumni Association will be available at Havstad Alumni Center or on the University website 21 days prior to the meeting.

ARTICLE IX: Chapters
A.    The Board shall have power to establish, develop, and assist chapters or other subdivisions throughout the United States of America and in any foreign country or territory.

B.    Regular members of the Alumni Association desiring to organize a chapter or other subdivision shall have power, with the approval of the Board, to elect officers and do such other things as may be necessary to promote the interest of such chapter of the Association.

C.    A chapter or other subdivision, with the approval of the Board, may use the name “Walla Walla University Alumni Association” and add thereto such names as may properly designate the chapter or subdivision.

ARTICLE X: Alumni Student Connection
The purpose of the Alumni Student Connection is to help current students (alumni-in- residence) follow the natural progression to becoming active alumni who will continue the traditions of the past and enrich the commitment to the future.

沃拉沃拉大学的所有在校生都是校友学生联系的成员.

校友学生联系将为校友和学生提供持续的互动机会.

校友学生联系项目将通过独立筹款的方式获得可观的资金.

ARTICLE XI: Amendments
A.    Amendments to the Alumni Association Constitution and Bylaws may be proposed by a resolution of the Alumni Association Board or by a petition signed by at least 75 regular members.

B.    校友会会员可就章程及附例的修订建议进行表决, at the discretion of the Board, be either by mail-in ballots, 或在有法定人数出席的协会业务会议上投票(见第VIII条),D). 

所有修正案必须得到至少三分之二成员投票通过.

ARTICLE XII: Rules of Procedure
All matters of procedure not covered by the Articles of Incorporation and these Bylaws shall be governed and controlled by the current edition of Robert’s Rules of Order.

Constitution per Alumni Association Business Meeting on April 29, 2007 & subject to vote.

APPENDIX A
REVISED CODE OF WASHINGTON
Chapter 24:44

The Uniform Management of Institutional Funds Act includes the following:

A.   24.44.030        Investment Authority

      24.44.040        Delegation of Investment Management

      24.44.050        Standard of Conduct

      And the following:

      24.44.060        Release of Restrictions on Use or Investments

1)       A restriction on the use or investment of an institutional fund imposed by the applicable gift instrument may be released, entirely or in part, by the governing board with the written consent of the donor.

2)       If consent of the donor cannot be obtained by reason of the death, disability or unavailability, or impossibility of identification of the donor, upon application of the governing board, a restriction on the use or investment of an institutional fund imposed by the applicable gift instrument may be released, entirely or in part, by order of the superior court after reasonable notice to the attorney general and an opportunity for him to be heard, 发现对基金使用或者投资的限制已经过时的, inappropriate or impracticable. A release under this subsection may not change an endowment fund to a fund which is not an endowment fund.

B.    24.44.050          Standard of Conduct

In the administration of the powers to appropriate appreciation, to make and retain investments, and to delegate investment management of institutional funds, members of a governing board shall exercise ordinary business care and prudence under the facts and circumstances prevailing at the time of the action or decision, and in so doing they shall consider long and short term needs of the institution in carrying out its educational, religious, charitable, or other eleemosynary purposes, its present and anticipated financial requirements, expected total return on its investments, price level trends, and general economic conditions.