WSAA Articles of Organization

WESTFIELD STATE ALUMNI ASSOCIATION
ARTICLES OF ORGANIZATION
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ARTICLE I - NAME AND DURATION
The name of this association shall be the “Westfield State Alumni Association,” providing and so long as Westfield State University authorizes the use of its name in the association name.The duration of the association shall be perpetual. The association is an unincorporated association of the alumni of Westfield State University and shall not constitute a subdivision, subsidiary, branch or department of Westfield State University.

ARTICLE II – PURPOSE AND MISSION
Section 2.01 Purpose

The purposes of this association shall be to support the development and growth of Westfield State University, to promote fellowship and social activity among the alumni, to promote communication and provide information to and among alumni and develop opportunities for dialogue between alumni and other segments of the institution, to assist with development efforts with the alumni and to promote fundraising within the Association.

Section 2.02 Mission Statement
The mission of the Westfield State Alumni Association is to assist with the outreach to engage alumni with the University; to communicate with alumni regarding activities, benefits and campus information; and to actively support the student experience and fundraising efforts in partnership with the Westfield State Foundation, Inc., and the University.

ARTICLE III – MEMBERSHIP
Section 3.01 General Membership
Membership in the Association shall include any person who has received academic credit from any of the schools of the institution presently known as Westfield State University.

Section 3.02 Honorary Membership
The Executive Council, as defined in Article IV, may establish policies for issuing special or honorary membership in the Association.

ARTICLE IV - EXECUTIVE COUNCIL
Section 4.01 Composition

The Association shall be governed by an Executive Council comprised of the following members: a President, President-Elect, and/or Past President, the Alumni Trustee (providing an alumni trustee is appointed and sitting on the University’s Board of Trustees), an Alumni Foundation Board Member, the undergraduate student representative(s) and thirteen Executive Council Members-at-Large.All members of the Executive Council shall have vote and voice at meetings.

In addition, the President of the University and three employees of the University with responsibility for advancement, university relations and alumni relations, as determined by the President of the University or his designee, and all Regional Chapter Presidents and Affinity Group Presidents or their designees shall be non-voting ex-officio members and shall be permitted to attend all meetings of the Board.

Section 4.02 Student Representation
In addition to the designated alumni liaison(s) to the Executive Council as listed in Section 4.01, there shall be a maximum of five additional Westfield State University student representatives on the Executive Council in a non-voting ex-officio capacity.These representatives may include one Graduate Student Representative.Other student representatives may be invited at the discretion of the Executive Council.

Section 4.03 Absences
The Executive Council shall terminate the membership on its Council of any Executive Council member who is absent for three consecutive, regular meetings of the Council.The Council shall terminate such absent member by vote of a majority of the Council members present at a regularly scheduled meeting of the Council.The Council shall promptly notify the member so terminated.

Section 4.04 Powers
The Executive Council shall have general charge of the affairs of the Association consistent with these Articles of Organization.The Executive Council shall have power to appoint committees to carry out its purposes, and to fill unexpired terms on the Executive Council and on other committees of the Association as needed to accomplish the goals and strategic plans of the Association.

Section 4.05 Executive Committee
The Executive Committee shall be comprised of the President, President-Elect and/or Past-President and three members appointed by the President.The Director of Alumni Relations or a similar employee of the University, as determined by the President of the University, will serve in a non-voting ex-officio capacity.When the Council is not in session, the Executive Committee shall be empowered to act in the place and stead of the Council.

ARTICLE V – OFFICERS
Section 5.01 Officers
The officers of the Association shall be a President, President-Elect and Past President.

Section 5.02 Elected by the Executive Council: Term of Office
The President-Elect is elected by the membership of the Executive Council and shall serve a one-year term as President-Elect, a two year term as President, and a one-year term as Past President. The President-Elect will be elected in the second year of the sitting President’s term.

Section 5.03 Vacancies in Elected Offices
In case of vacancy in the office of the President, the President-Elect shall succeed to the office, serving the unexpired term as well as the next term. In case of a vacancy in the office of President-Elect, a successor may be chosen by special election or during the next regular election at the discretion of the Executive Council. A vacancy in the office of Past President will be filled by a selected Past President of the organization approved by the standing Council.

Section 5.04 Duties of the Officers
The President shall: (i) preside at all meetings of the members of the Association and of the Executive Council, and (ii) delegate specific responsibilities to the President-Elect and (iii) perform other duties consistent with these Articles of Organization.

The President - Elect shall: (i) serve as chair of the Membership and Diversity committee responsible for oversight of the annual election process, (ii) preside at all meetings of the members of the Association and of the Executive Council in the absence of the President, and (iii) perform other duties consistent with these Articles of Organization.

The Past President shall: (i) serve as chair of the Membership and Diversity Committee with responsibility for oversight of the annual election process, (ii) preside at all meetings of the members of the Association and of the Executive Council in the absence of the President and President-Elect and (iv) perform other duties consistent with these Articles of Organ1zation.

ARTICLE VI - ALUMNI TRUSTEE
Section 6.01 Nomination by the Executive Council; Election by the Association Membership; Terms of Office

The Association shall be represented on the Westfield State University Board of Trustees by one (1) alumni trustee, pursuant to G.L. c.15A, §21.

Any member of the Association who has demonstrated his or her support of the Association and Westfield State University consistent with Article II of these Articles of Organization and is elected by the membership, is eligible for nomination by the Executive Council to be considered to serve as Alumni Trustee on the University Board of Trustees.The membership of the Association shall elect a trustee from among those running for the position. The names of the top two (2) elected members shall be submitted to the Governor for review and possible appointment as Alumni Trustee.In the event an elected member is not approved for appointment to the Board of Trustees, the Executive Council shall, at its next regular meeting, nominate another member of the Association to be recommended to the Governor for appointment as Alumni Trustee.

Upon appointment, and in conformity with G.L. c.15A, §23, the Alumni Trustee shall serve a term offive years or such shorter term (in the event an unexpired term is being filled) as shall be determined by the Board of Trustees pursuant to University and Commonwealth Guidelines.

An Alumni Trustee may be eligible to serve no more than two successive terms as an Alumni Trustee.

Section 6.02 Eligibility
Any member of the Association may be nominated for the position of Alumni Trustee, subject to the qualifications for all Trustees as provided in University and Commonwealth Guidelines and such other criteria as may be established from time to time by the Board of Trustees.

Section 6.03 Nominations
Any member of the Association may present the name of a potential nominee for the position of Alumni Trustee to the Membership Committee of the Executive Council.

ARTICLE VII – PRESIDENTIAL CYCLE
Section 7.01 Eligibility
Any member of the Association who has demonstrated his or her support of the Association and Westfield State University consistent with Article II of these Articles of Organization and has served for at least one year as a Member-at- Large of the Executive Council is eligible for nomination to the Presidential cycle.

Section 7.02 Nominations
Any member of the Executive Council may self-nominate or present the name of a potential nominee from the Executive Council for the Presidential cycle to the Membership Committee of the Association.The Membership Committee shall present one or more nominees to stand for election by the Executive Council to the Presidential cycle.

Section 7.03 Election
The President-Elect shall be elected by a majority vote of the Executive Council through a biennial on-line voting process.

Section 7.04 Term
The Presidential cycle is a term of four years.The first, as President Elect, measured from the transfer of position in October of the year elected to the following October. The second and third as the Association President, and the final as the Past President.

Section 7.05 Duties
The President-Elect shall have the duties as are assigned by these Articles of Organization and such additional duties as may be assigned by the Association President in collaboration with the Director of Alumni Relations (or such other University employee as the President of the University shall designate).

The President shall have the duties as are assigned by these Articles of Organization and such additional duties as may be determined in collaboration with the Director of Alumni Relations (or such other University employee as the President of the University shall designate).

The Past President shall have the duties as are assigned by these Articles of Organization and such additional duties as may be assigned by the Association President in collaboration with the Director of Alumni Relations (or such other University employee as the President of the University shall designate).

Section 7.06 Succession through the Presidential Cycle
Upon the expiration of his or her term as President-Elect or upon a vacancy in the office of President, the President-Elect shall automatically succeed to the office of the President.

Upon the expiration of his or her term as President, he or she shall automatically succeed to the office of the Past President.

Upon the expiration of his or her term as Past President, he or she will end their time on the Executive Council unless re-elected by vote of the membership.

ARTICLE VIII - EXECUTIVE COUNCIL MEMBERS -AT- LARGE
Section 8.01 Eligibility

Any member of the Association who has demonstrated his or her support of the Association and Westfield State University consistent with Article II of these Articles of Organization is eligible for nomination as a candidate for Executive Council Member-at-Large.

Section 8.02 Nominations
Any member of the Association may self-nominate or present the name of a potential nominee for the office of Executive Council Member-at-Large to the Director of Alumni Relations or the Membership Committee of the Executive Council. A slate of one or more nominee(s) for each expiring term or vacancy occurring among the Executive Council Members-at-Large will be chosen each year to stand for election by the full Membership.

Section 8.03 Election
With the exception of up to one member appointed by the Executive Council, Members-at-Large shall be elected by a majority vote of the full membership during an annual election process. The appointed Member-at-Large will be nominated by a sitting Member of the Executive Council based on their specific skill sets and/or diversity that may enhance our ability to provide support to our Alumni, students and the campus community, and their appointment will need to be approved by majority vote of the sitting Executive Council.

Section 8.04 Term of Office; Staggered Terms
The term of office for each of the thirteen Members-at-Large shall be three years, measured from the end of the annual meeting at which he or she is elected. The terms of the Members-at-Large shall be staggered so that at least three Members-at-Large are elected annually by the membership.

Section 8.05 Duties
Members-at-Large shall have such duties within the Executive Council as are assigned by these Articles of Organization.Each Member at-Large may serve as the chair of no more than one standing committee.Each Member-at-Large must serve on no less than one standing committee.

ARTICLE IX - STANDING COMMITTEES
Section 9.01 Standing Committees of the Executive Council

The standing committees of the Executive Council shall be the following:

  • Academic and Life-long Learning
  • Association Events
  • Awards, Scholarship and Recognition
  • Development and Marketing
  • Finance
  • Membership and Diversity

Other standing committees may be established from time to time by a majority vote of the Executive Council consistent with these Articles of Organization.

Section 9.02 Academic and Life-Long Learning Committee
The Academic and Life-Long Learning Committee shall assist with events related to collaboration with the University’s Office of Academic Affairs and the University’s Division of Graduate and Continuing Education as they relate to the members of the Association in such manner as may be requested from time to time by the Office of Alumni Relations (or such similar position or office as the President of the University shall designate) and its staff. The committee shall be chaired by a member of the Executive Council and composed of not more than five members of the Executive Council.The Director of Alumni Programs (or such similar position as the President of the University shall designate) shall serve in a non-voting ex-officio capacity. Additional members of the committee shall be appointed from the membership by the President of the Association, and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed.

Section 9.03Association Events Committee
The Association Events Committee shall assist with Homecoming and other Association programs of the University as they relate to the members of the Association in such manner as may be requested from time to time by the Office of Alumni Relations (or such similar position or office as the President of the University shall designate) and its staff. The committee shall be chaired by a member of the Executive Council and composed of not more than five members of the Executive Council.The Director of Alumni Relations and the Director of Alumni Programs (or such similar positions as the President of the University shall designate) shall serve in ex-officio capacities. Additional members of the committee shall be appointed from the membership by the President of the Association, and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed.

Section 9.04 Awards, Scholarship and Recognition Committee
The Awards, Scholarship and Recognition Committee shall be responsible for securing and reviewing names of potential recipients of awards and honors to be conferred by the Association acting by and through the Executive Council. The committee shall be chaired by a member of the Executive Council and composed of not more than five members of the Executive Council. The Director of Alumni Relations and Assistant Director of Government Relations (or such similar positions as the President of the University shall designate) shall serve in a non-voting ex-officio capacity. Members of the committee shall be appointed by the President of the Association and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed. The Awards, Scholarship and Recognition Committee shall make recommendations to the Executive Council concerning all awards, scholarship and recognition to be conferred by action of the Executive Council. Members of the Awards, Scholarship and Recognition Committee shall not be eligible for awards or honors conferred by the Association during their term of service on the committee.

Section 9.05 Development and Marketing Committee
The Development and Marketing Committee shall assist with the various development programs of the University (including but not limited to alumni giving clubs, the Westfield Fund, etc.) and with the promotion of alumni relations as they relate to the members of the Association in such manner as may be requested from time to time by the Office of Alumni Relations or the President of the University. The committee shall be chaired by a member of the Executive Council and composed of not more than four members of the Executive Council.The Chief Development Officer and the Director of Alumni Relations (or such similar positions as the President of the University shall designate)shall serve in non-voting ex-officio capacities. Members of the committee shall be appointed by the President of the Association and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed.Additional members of the committee shall be appointed from the membership by the President of the Association and shall serve for a one year term, measured from the date of their appointment.

Section 9.06 Finance Committee
The Finance Committee shall be responsible for maintaining the financial record of the organization in conjunction with the Westfield State University Foundation who holds the funds.The committee shall be chaired by a member of the Executive Council and composed of not more than 5 members including the Alumni Foundation Board Representative and the current President of the Association.The Chief Development Officer and the Director of Alumni Relations (or such similar positions as the President of the University shall designate) shall serve in non-voting ex-officio capacities. Members of the committee shall be appointed by the President of the Association and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed.

Section 9.06 Membership and Diversity Committee
The Membership and Diversity Committee shall be responsible for securing and reviewing names of potential nominees for Alumni Trustee, President-Elect, and Executive Council Member-at-Large. It shall be the policy of the Membership and Diversity Committee to reflect the constituency of the University alumni in its selection of nominees. The committee shall be chaired by the President-Elect or President of the Association, in alternating succession, and composed of not less than three members of the Executive Council.The Director of Alumni Relations or designee (or such similar position as the President of the University shall designate) shall serve in a non-voting ex-officio capacity.Members of the committee shall be appointed by the President of the Association and shall serve for a one year term, measured from the date of their appointment. Members may be reappointed. The Membership and Diversity Committee shall recommend to the Executive Council a minimum of one person for each vacancy in the office of Alumni Trustee (as needed) and one person for the office of President-Elect and three persons each year for the office of Executive Council Member-at-Large. The committee shall consider said persons recommended as potential candidates but, at its discretion, accept or reject said names in determining the nominees for any office. The committee may also receive names of potential nominees from other sources, including, but not limited to, names suggested by Executive Council members, self-nomination and members of the University faculty and staff. Members of the committee shall not be eligible for nomination to any office during their term of service on the committee.

ARTICLE X – MEETINGS
Section 10.01 Regular Meetings
The Executive Council shall hold regular meetings at least three times a year on dates and times scheduled in advance by the Executive Council. All regular meetings shall be held in Westfield, Massachusetts unless approval and announcement of a change of venue is announced six months in advance.A special meeting at the annual University Homecoming event may be scheduled as needed.Holding this by-law in abeyance may occur no more than once per fiscal year and for extenuating circumstances only.

Section 10.02 Special Meetings
Special meetings of the Executive Council may be called by the President or the Executive Committee. Upon petition of two-thirds of the Council members, the President shall call a special meeting. Members shall be given at least 10 days notice of the date and time of a special meeting. All special meetings shall be held in Westfield, Massachusetts.

Section 10.03 Conduct of Meetings
Fifty per cent plus one of the total members of the Executive Council shall constitute a quorum. In the absence of a quorum at the time and place set for a meeting, the Council member(s) present shall adjourn the meeting from time to time until a quorum is present. The Director of Alumni Relations shall send each Executive Council member, by regular or express mail, fax, email or other generally accepted means of electronic communication, notice of the time and place of the adjourned meeting, said notice to be transmitted at least 10 days in advance of the reconvening of the adjourned meeting. Any Council member may waive notice of the adjourned meeting in writing.

Upon a determination that a quorum exists, a majority of those present and voting may pass any measure. As presiding officer, the President of the Association shall rule on all questions of parliamentary procedure and order unless a parliamentarian is appointed. Such rulings may be overruled by majority vote of the voting members of the Executive Council.

Section 10.04Voting
Each member of the Executive Council present shall be entitled to one vote except for ex officio members who shall not be entitled to vote.There shall be no voting by proxy.

Section 10.05 Rights of Membership at Executive Council Meetings
During official meetings of the Executive Council appearances may be made by members of the Association to discuss a topic by prior arrangement with the President or the Director of Alumni Relations or by majority vote of the voting members of the Council.All meetings are open to all members.

ARTICLE XI - AUTONOMY OF THE ASSOCIATION AND THE UNIVERSITY
The Association, as an unincorporated organization, shall be autonomous from Westfield State University.The actions, view and opinions of the Association, as expressed by its volunteer officers, the Executive Council, its committees and the members of the Association shall not constitute or be regarded or represented as the actions, view or opinions of Westfield State University.Westfield State University shall be in charge of and shall administer the Office of Alumni Relations, all University employees and all property and funds of the Office of Alumni Relations.

ARTICLE XII – AMENDMENTS
These Articles of Organization may be amended by an affirmative vote of a majority of the voting members of the Executive Council thirty (30) days after notice of the proposed changes.

ARTICLE XIII – EFFECTIVE DATE AND TRANSITION
Section 13.01 Effective Date

These Articles of Organization shall be effective immediately upon passage by the Executive Council at the first official meeting of the Westfield State Alumni Association on October 24 at Homecoming 2009.

Section 13.02 Transition of Executive Council Members
Year One (Fall 2009-Fall 2010): Nominations will be accepted by the Membership and Nominating Committee to fill the Executive Council.Nominees will select the length of term for service, one, two or three years for the first full term of the Association allowing for no less than three positions ending after the first year.

Year Two (Fall 2010-Fall 2011): Nominations will be accepted to fill the minimum open three positions and any other positions found vacant at the time.

Year Three (Fall 2011-2012): Nominations will be accepted to fill the minimum open (3) positions and any other positions found vacant at the time.

Year Four (Fall 2012-2013): Nominations will be accepted to fill the minimum open (3) positions and any other positions found vacant at the time.

Year Five (Fall 2013-2014): Nominations will be accepted to begin the fill the standard rotation of open positions for full three-year terms.

Section 13.03 Officer Transition (2015)
Year one (2015-16), the current President will serve an additional year with a President-Elect.No Past President will serve.The Executive committee will be comprised of the two standing officers and three appointed members-at-large from year one on. The Director of Alumni Relations serves in a non-voting, ex-officio capacity.

Year two (2016-17), the current President will serve as the Past President.The current President Elect will serve their first year as President.No President Elect will serve.

Year three (2017-18) The standing President will serve their second year as President and an election will be held for President Elect.No Past President will serve.

Year four (2018-19) The transition will be complete and the standard rotation of open positions for the Presidential process will begin.

10.24.2009 – Original Document, 1.22.11 Revised and Approved. 12.4.2011 Revised and Approved. 11-23-13 Revised and Approved. 11-15-2014 Revised and Approved. 11-14-15 Revised and Approved. 11-5-16