ARTICLE I
Name and Organization
Section 1 - The name of this Corporation is Ball State University Alumni Association, Inc. (“Association”).

Section 2 – The Association shall serve as the representative of all graduates and former students of Ball State University and the schools that preceded it (“Alumni”). Alumni are encouraged to participate in the activities of the Association, support Ball State University, and donate annually to the Ball State University Foundation or the Association.

Section 3 – Only active Alumni shall be eligible to serve on the Alumni Council of the Association. Active membership is maintained by making an annual contribution to Ball State University through the Ball State University Foundation or the Association.

Section 4 –Constituent Organizations may be formed as committees within this Association. Constituent Organizations are defined as Alumni Chapters (geographic), Professional Societies (educational), or Constituent Societies (special interest). Application to form such Constituent Organizations may be made as provided herein. Constituent Organizations may adopt a committee charter, elect officers, and otherwise function as committees within this Association, provided that nothing so adopted or done shall be in conflict with the Articles of Incorporation of the Association and this Code of Bylaws. All such provisions shall be subject to the approval of the Alumni Council of this Association.

Section 5 –The fiscal year of the Association shall begin on July 1 of each year and end on June 30.

ARTICLE II
Government
The management of affairs of the Association shall be vested in an Alumni Council, functioning as a board of directors, an Executive Committee, and the officers, as specified elsewhere.

Section 1 – Alumni Council:
A. There shall be an Alumni Council composed of fifteen at-large members elected by the Alumni Council, a representative from each Constituent Organization, the two Association representatives to the Board of Trustees of Ball State University, an Association representative to the Ball State University Foundation Board of Directors, the Vice President for University Advancement, and the Officers of the Association. All members of the Alumni Council shall serve terms fixed by the Alumni Council.

B. Each Constituent Organization that is organized as provided in these bylaws is eligible for one representative on the Alumni Council as long as that Constituent Organization meets the minimum requirements for Constituent Organization activity and organizations as determined by the Alumni Council.

C. The Alumni Council shall meet at least twice yearly in regular session and for any special session as called by the Chair. The Alumni Council membership shall be notified at least ten days prior to any such meeting. A simple majority of the Alumni Council shall constitute a quorum.

D. Meetings of the Alumni Council may be held by means of the personal attendance of its members, by a telephone conference call, or by any other electronic conferencing capability by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is considered to be present in person at the meeting.

Section 2 – Duties of the Alumni Council:
A. To adopt, alter, amend, or repeal the bylaws governing the Association.

B. To hear an annual report from the Chair, the President and CEO, and the Treasurer of the Association.

C. To elect officers of the Association from the members of the Alumni Council.

D. To approve the committee charters of Alumni Chapters, Professional Societies, and Constituent Societies, and to determine eligibility requirements for their representation on the Alumni Council.

E. To adopt an annual budget of the Association.

F. To nominate jointly with the appropriate university official, to the President and the Board of Trustees of the University, an Associate Vice President of Alumni Engagement who shall also serve as President and CEO of the Association.

G. To nominate, for the appointment by the Governor of the State of Indiana, two Association representatives to the Board of Trustees of Ball State University.

H. To nominate an Association representative to the Ball State University Foundation Board of Directors.

I. To perform such other acts as may be permitted to a governing body of an Indiana nonprofit corporation.

Section 3 – Executive Committee:
A. The Executive Committee shall include the officers of the Association, the Vice President of University Advancement, the two representatives to the Ball State University Board of Trustees, and the representative to the Ball State University Foundation Board of Directors.

Article III
Alumni Council

Section 1 – Alumni Council:
A. Terms and Vacancies:

1. At-large members of the Alumni Council shall be elected for three-year terms on a staggered basis with five at-large members elected each year. At-large members shall serve no more than three consecutive terms. However, at-large members who have served three consecutive terms may be re-elected to the Alumni Council after having been absent from the Alumni Council for a period of three consecutive years. At-large members elected to fill an unfilled term of less than three years may be elected for an additional three consecutive terms.

2. Constituent Organization representative members of the Alumni Council shall be elected by their respective organizations and shall serve three-year terms on the Alumni Council. Constituent Organization members shall serve no more than three consecutive terms. However, Constituent organization members who shall have served three consecutive terms may be re-elected to the Alumni Council after having been absent from the Alumni Council for a period of three consecutive years. Furthermore, Constituent Organization members elected to fill an unfilled term of less than three years may be elected for an additional three consecutive terms. Each Alumni Chapter, Professional Society, and Constituent Society that is formally chartered by the Alumni Council shall be eligible for one representative to the Alumni Council. Subsequent Constituent Organizations (Alumni Chapter, Professional Society, or Constituent Society) shall be eligible for representation following approval of its charter by the Alumni Council.

3. When a member of the Alumni Council is absent for two consecutive meetings, the President and CEO shall call the member prior to the third meeting to determine the intent of the member. The Executive Committee may request a letter of resignation from the member.

4. Any vacancy among the at-large members shall be filled by the Alumni Council. Any vacancy of a representative member of a Constituent Organization shall be filled by that Constituent Organization.

5. Any member of the Alumni Council may be removed by a majority vote of the remaining members of the Alumni Council.

B. Nominations and Elections:

1. At the winter meeting of the Alumni Council, a Nominating Committee will be appointed that will prepare the following slates of nominees for selection at the summer meeting of the Alumni Council.

a. Officers of the Association for a one-year term including the Chair, Chair Elect, Immediate Past Chair, Secretary, and Treasurer; these officers shall be chosen from the current membership of the Alumni Council.

b. At-large members of the Alumni Council as indicated in Article III, Section 1 (A-1).

2. The newly elected officers and members of the Alumni Council will take office July 1, and will be formally installed at the first subsequent meeting of the Alumni Council.

Section 2 – Constituent Organizations:
A. Alumni Chapters may be organized in any geographic area upon a petition of twenty-five or more active members of the geographic area. Upon acceptance of their committee charter by the Alumni Council, they will be eligible for representation on the Alumni Council as specified in Article II, Section 1A. The Alumni Chapter shall hold a minimum of one annual meeting and actively represent the Association and Ball State University in its geographic area. The Alumni Council may revoke the charter of any Alumni Chapter at any time for just cause.

B. Professional Societies may be organized by request of a college dean or department chair upon a petition of twenty-five or more active members of the Professional Society. Upon acceptance of their committee charter by the Alumni Council, they will be eligible for representation on the Alumni Council as specified in Article II, Section 1A. The Professional Society shall hold a minimum of one annual meeting and actively represent the Association and Ball State University in its Professional Society. The Alumni Council may revoke the charter of any Professional Society at any time for just cause.

C. Constituent Societies may be organized upon a petition of twenty-five or more active members of the Constituent Society. Upon acceptance of their committee charter by the Alumni Council, they will be eligible for representation on the Alumni Council as specified in Article II, Section 1A. The Constituent Society shall hold a minimum of one annual meeting and actively represent the Association and Ball State University in its Constituent Society. The Alumni Council may revoke the charter of any Constituent Society at any time for just cause.

Section 3 – Officers:
A. The officers of the Association shall be a Chair, Chair Elect, Immediate Past Chair, Secretary, Treasurer, and the President and CEO of the Association.

B. The duties of the officers of the Association shall be:

1. The Chair of the Alumni Council shall:
a. Be the chief volunteer officer of the Association and, subject to the control of the Alumni Council, shall, in general, supervise and control all of the business and affairs of the Association.

b. Preside, when present, at all meetings of the Alumni Council.

c. Appoint members to serve on all standing and temporary committees of the Alumni Council.

d. Be a member of all standing and temporary committees of the Alumni Council.

e. Perform all other duties incident to the office of the Chair of the Alumni Council.

2. The Chair Elect of the Alumni Council shall be vested with all the powers of the Chair of the Alumni Council and shall exercise the same in the event of the inability of the Chair to perform his or her duties, provided that there will be no exercise of any powers which by law are granted exclusively to the Chair of the Alumni Council.

3. The Immediate Past Chair of the Alumni Council shall serve for a one-year term following his or her term as Chair and shall:

a. Serve as an advisor to the Chair.

b. Perform other duties as may be assigned by the Chair or by the Alumni Council.

4. The Secretary of the Alumni Council shall:

a. Record and keep the minutes of the Executive Committee and the Alumni Council meetings.

b. Serve as the parliamentarian at every meeting of the Alumni Council.

c. Review and ensure that the Alumni Council’s conflict of interest policy is fully followed.

d. Serve as Chair of the Bylaws Committee. Have the power to authenticate records, to have custody of the books (except the books of account) and records of the Association; and, in general, shall perform all duties as the members of the Executive Committee or the Alumni Council shall prescribe.

5. The Treasurer of the Alumni Council shall:

a. Supervise the accounts of the Association and control its monies or funds held in trust by the Association.

b. Make such reports showing the financial condition of the Association as may be required by the Alumni Council or the Finance/Audit Committee.

c. Oversee the annual audit and management letter process.

d. Deposit, or cause to be deposited, all funds of the Association with such depositories as the Alumni Council shall designate.

e. Perform other duties as the Alumni Council, Executive Committee, or the Finance/Audit Committee may prescribe.

6. The President and CEO of the Alumni Association shall:

a. Be jointly nominated by the Alumni Council and the Vice President of University Advancement to the President of the University.

b. Serve as the Associate Vice President of Alumni Engagement.

c. Be the chief executive officer of the Association; and, subject to the direction of the Chair and the control of the Alumni Council, shall supervise and control the day-to-day operations of the Association.

Section 4 – Committees:
A. Standing Committees shall include:

1. Executive Committee: During intervals between the meetings of the Alumni Council, the Executive Committee shall possess and may exercise all powers of the Alumni Council in the management and direction of the affairs of the Association in such a manner as it shall deem best for the interest of the Association in all cases in which specific directions shall not have been given by the Alumni Council. The minutes of the proceedings of the Executive Committee shall be kept in a book provided for that purpose; and all actions by the Executive Committee shall be reported to the Alumni Council at its next meeting succeeding such action, and shall be subject to revision or alterations by the Alumni Council.

2. Finance/Audit Committee: The Finance/Audit Committee shall approve the annual budget for recommendation to the Alumni Council. The Finance/Audit Committee shall oversee the Association’s annual audit process, including (1) communicating with the auditors and the Association’s staff, (2) reviewing the audit and management letter process, and (3) recommending to the Alumni Council potential audit firms. An outside accounting firm shall perform the annual audit and prepare the tax returns with regard to the Association’s financial and auditing practices. The Finance/Audit Committee shall include, but not be limited to, all of the members of the Executive Committee.

3. Bylaws Committee: The Bylaws Committee shall be responsible for reviewing the bylaws of the Association on an annual basis to make certain the organization fulfills all of the requirements of its status as a 501(c)(3) corporation and to ensure that the Association is organized in such a fashion as to carry out its mission as efficiently and effectively as possible. The Bylaws Committee shall report its findings on an annual basis to the Alumni Council.

4. Nominating Committee: The Nominating Committee shall prepare a slate of names of alumni members as candidates for the officers and the at-large positions on the Alumni Council to be voted on by the Alumni Council at its spring/summer meeting. The Nominating Committee will also recommend alumni members as candidates for the two representatives from the Association to the Ball State University Board of Trustees and the representative to the Ball State University Foundation Board of Directors.

5. The Chair of the Alumni Council may establish other committees and task forces as needed, and he or she may nominate members to serve on such committees and task forces for ratification by the Alumni Council.

Article IV
Amendments
The Code of Bylaws may be amended at any regular meeting of the Alumni Council by a two-thirds vote of those present, provided that the proposed amendments shall have been distributed to the membership of the Alumni Council thirty days prior to its consideration by the Alumni Council.

Article V
Roberts’s Rules of Order
Robert’s Rules of Order Newly Revised shall govern in all cases not provided for by the foregoing Bylaws.


September 18, 1971

Revised: September 1980

Revised: November 5, 1988

Revised: September 9, 1989

Revised: September 22, 1990

Revised: September 15, 2001

Revised: September 25, 2004

Revised: April 29, 2009

Revised: June 8, 2013

Revised: September 7, 2013

Revised: January 18, 2014

Revised: September 13, 2014