Alumni Association Bylaws

Article 1 Name, Purpose and Membership

Section 1 – Name

The name of this Association shall be The University of North Carolina at Pembroke Alumni Association (“Association”). As used in these Bylaws, “Board” means the Association’s Board of Directors, and “University” means the University of North Carolina at Pembroke. The Director of Alumni Affairs shall serve as the Executive Director of the Alumni Association.

Section 2 – Purpose

The UNC Pembroke Alumni Association exists to serve our alumni and support engagement opportunities that advance the university's mission. The Association supports the strategic vision of the University and aims to maintain a lifelong relationship between the university and its graduates while promoting mutual support and continuous engagement.

Section 3 – General Membership

Graduates of the University, non-degreed alumni, the student government president and recipients of honorary degrees are eligible for membership in the Association. With approval of the Board and the Vice Chancellor for Advancement, groups may form affiliated organizations based on graduating class, geographic location, field of study or other common interests. Such groups may operate with their own officers, rules and Bylaws to the extent they are not in conflict with these Bylaws or the Association. No such group may use the name “University of North Carolina at Pembroke” or “UNC Pembroke” or use any logos/branding/marks that are owned/registered/trademarked by the University without the written consent of the Vice Chancellor for Advancement or his/her designee in collaboration with University Communications and Marketing.

Article 2 Board of Directors

Section 1—Composition

The Board shall be comprised of a minimum of twelve and a maximum of thirty-six elected members. The Chancellor of the University, Vice Chancellor for Advancement, Assistant Vice Chancellor for Engagement, Executive Director of Alumni Affairs, and the University’s Student Government Association (SGA) President shall serve as ex-officio members.

All will be non-voting members except for the SGA President who will be a voting member of the Board.

Section 2—Nomination and Election of Directors at Large

Elections are the responsibility of the Executive Director in conjunction with the Chancellor and the Nominating Committee of the Board of Directors.

(a) The Nominating Committee shall recommend a vetted slate of nominees of Directors for election by the Board at the annual meeting.

(b) Directors shall be elected by a simple majority vote of the Directors currently serving. If the annual election of Directors is not held, the Directors then in office shall hold over until their successors shall be duly elected and qualified, absent resignation, removal, or death.

(c) The composition of the Board should strive to be representative of the Association’s constituency.

(d) Directors at Large (“Directors”) are elected to serve for a term of 3 years. Directors may be re-elected for an additional 3-year term but may serve no more than two (2) consecutive three (3)-year terms.

(e) An individual who is elected to the Board to complete an unexpired term may serve up to two additional consecutive terms.

(f) All elected directors are encouraged to serve on at least one committee of the Board.

Section 3—Powers, Duties, and Responsibilities

(a) The Board advises the Executive Director and University administration about programs, activities and other matters of interest to alumni. The Board assists with implementation of programs for alumni/future alumni, engages volunteers, and helps to raise overall alumni giving and participation.

(b) Board members shall notify the Executive Director a minimum of 24 hours before a meeting for an excused absence. Absences from 50% of scheduled board or committee meetings may be cause for consideration for dismissal from the board meetings.

Section 4—Meetings

The Board shall hold at least two (2) regular meetings each fiscal year on dates to be designated by the President and the Executive Director including the Annual meeting. The Annual meeting shall occur each year between January 1 and June 30. Members are encouraged to attend meetings in person.

Section 5—Quorum

A simple majority of the voting members of the Board of Directors present and/or participating virtually will constitute a quorum for the transaction of business. No Director may vote by proxy.

Section 6—Vacancies

When a vacancy occurs, the President may appoint, in consultation with the Executive Director, an individual to fulfill the unexpired term. The appointed member will then be eligible to serve the remaining term and (2) additional terms if elected.

Section 7—Removal

Any director of the Association may be removed by a two-thirds majority of the board when, in its judgment, the best interest of the Association would be served.

Article 3 Officers of the Board

Section 1—Composition

The Board of Directors shall consist of a President, First Vice President, Second Vice President, and a Secretary. These officers shall constitute the Executive Committee of the Board of Directors in addition to the Executive Director.

Section 2—Nomination and Election of Officers

The Executive Director will seek the counsel of the Nominating Committee in presenting a slate of new officers to the full Board for a vote at the annual meeting. Elected officers shall serve a one-year term in the fiscal year for which they are elected. The officer may continue for up to two (2) additional one-year terms upon approval by a majority vote of the Board.

Section 3—Powers, Duties and Responsibilities of Officers

President

(a) The President shall preside at all meetings of the Board and have all powers and duties incident to such office. The President will work closely with the Executive Director and Vice Chancellor for Advancement to advance the work of the Board and the mission of the Association. In addition, the President shall be an ex-officio, voting member of all committees and will serve as chair of the Executive Committee.

(b) The President or the Executive Director may call special meetings of the Board.

(c) Appoints committee chairs and members to standing committees as described in these Bylaws.

(d) When deemed necessary, establish ad hoc committees to study issues and to make recommendations to the Board.

(e) Represent the alumni in the affairs of the Association and the University.

First Vice President

(a) The First Vice President will serve as an ex-officio and member of all committees of the Board.

(b) Will have a seat on the University Homecoming Committee; Chair the Nominating Committee; Chair the Alumni Awards Committee.

(c) Perform such other duties as assigned by the President and succeed to the Presidency for the unexpired term upon the death, resignation, or incapacity of the President.

(d) will preside at all meetings of the Board of Directors in the absence of the President.

Second Vice President

(a) Chair the Homecoming Committee.

(b) will preside at all meetings of the Board of Directors in the absence of the President and the First Vice President.

Secretary

(a) Will work with a staff member designated within the Office of Advancement to keep a record of the minutes and attendance of all board meetings.

(b) shall prepare a copy of said minutes to be sent to members of the Board prior to each meeting.

Section 4—Vacancy

When a vacancy occurs in an elected term of office the President, in consultation with the Executive Director, shall appoint a sitting director to fulfill the unexpired term of office.

Section 5—Removal

Any officer of the Association may be removed by a two-thirds majority of the board when, in its judgment, the best interest of the Association would be served.

Article 4 Committees

Executive Committee

(a) Is composed of the officers of the Association and the Executive Director.

(b) Committee members will serve a term of one year and is responsible for taking such action as may be necessary and appropriate between meetings of the Board.

(c) The Committee is responsible for acting on behalf of the Board on matters delegated to it by the Board, bringing matters to the attention of the Board, and it will report any such action promptly to the Board at the next scheduled meeting.

(d) The committee will convene at least twice a year, typically in the months of July and May.

Nominating Committee

(a) Will consist of at least four members of the Board of Directors including the First Vice President.

(b) The Nominating Committee will meet at least once a year and/or as needed and shall oversee the presentation of nominees to the full Board.

(c) In collaboration with the Executive Director, the Nominating Committee will identify projected needs of the Board and recruit to fill those.

(d) The Nominating Committee must submit its vetted slate of nominees for the next fiscal year prior to the full board at the annual meeting of the Board.

Homecoming Committee

(a) Will consist of at least four current members of the Board of Directors including the Second Vice President.

(b) This committee shall coordinate with other campus departments to promote wide participation among alumni and students.

(c) Responsibilities include but are not limited to contacting local vendors and community supporters; ensuring funds are secured for each sponsored aspect of homecoming; coordinating and facilitating cross-organization collaboration with on-campus departments and organizations as well as the surrounding organizations outside of the university; managing and volunteering at Homecoming events; performing tasks or assisting the staff in any way needed.

(d) The Homecoming Committee will convene at a minimum twice per year.

Alumni Awards Committee

(a) Will consist of at least four members including the First Vice President.

(b) The committee will annually present a slate of award nominees for Board approval, vetted through university channels, including the Chancellor. In collaboration with the Executive Director, the Chair of the Alumni Awards Committee determines a process by which nominations come forward to the full Board for discussion and action.

(c) The Committee must submit any processes and awards recommendations (categories/criteria changes) for the next fiscal year prior to the annual meeting of the full Board. Any criteria and or category changes must be approved by the Vice Chancellor for Advancement. This process and award categories with criteria must be documented and validated.

Other Committees

Other ad hoc committees for the operation of the Association may be formed as required and appointed by the President for one-year terms.

Article 5 Amendments to Bylaws

These Bylaws may be amended by two-thirds of members of the Board of Directors present at a regular or special meeting, provided the motion and vote calling for amendments are properly recorded in the Board of Directors minutes. No proposed amendment to these Bylaws shall be voted on during the same meeting at which it is offered.