BYLAWS THE OHIO STATE UNIVERSITY BLACK ALUMNI SOCIETY. Article I - Name

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1 BYLAWS THE OHIO STATE UNIVERSITY BLACK ALUMNI SOCIETY Article I - Name Section 1: The name of this organization is The Ohio State University Black Alumni Society, hereafter referred to as the Society. Article II - Object Section 1: This Society is formed to promote the advancement of the best interests of The Ohio State University Black Alumni Society by providing fellowship and the furtherance of professional relationships among the alumni, students, faculty, staff and friends of the Society. It shall be an integral part of The Ohio State University Alumni Association, Inc., hereafter referred to as the Association, the official alumni organization of The Ohio State University. The Society will also promote and support the mission of The Ohio State University Alumni Association, Inc. Section 2: The mission of the Black Alumni Society is to promote the advancement and interests of Black/African American Students and Alumni. Section 3: The Board of Governors of the Society shall be responsible for instituting activities and programs that fulfill the mission. Article III - Membership and Dues Section 1: All persons who hold degrees awarded by the University including associates, bachelor, graduate, professional and honorary degrees, or are medical resident graduates from The Ohio State University who were a part of /member of/or identified with African or Black Alumni, are eligible for membership in the Society and may hold office and vote upon matters of the Society. Section 2: Such non-alumni who by their interest and activity have distinguished themselves by their work for the Society may be entitled to honorary membership by special action of the Board of Governors of the Society. Honorary members may not hold office but are eligible to vote on matters of the Society as determined by the Board of Governors of the Society of the Society. Section 3: Such non-alumni who express an interest in membership in the Society may be granted associate membership in the Society. Associate members may not hold office but are eligible to vote on matters of the Society as determined by the Board of Governors of the Society. Section 4: Dues for all regular or associate members of the Society shall be a donation of $30.00 per year to the Black Alumni Support Fund #

2 Section 5: Dues must be paid by December 31 to be considered a sustaining member for the following year. Section 6: A sustaining membership for one year shall be defined as the period of January 1 through December 31. Article IV - Officers Section 1: The officers of the Society shall consist of President, Vice President, Secretary and Treasurer, Section 2: The officers must be a Life Member or Sustaining member of The Ohio State University Alumni Association, Inc. and an active member of the Society. Life Membership in the Association is defined as those alumni who were grandfathered in as of June 30, 2012 or those alumni on payment plans that started before June 30, Sustaining Memberships in the Association is defined as those alumni who donate $75 or more to a university fund of their choice before December 31 of each calendar year. Article V - Duties of Officers Section 1: The duties of the officers shall be such as are generally exercised by such officers, and such as may be assigned to them respectively by the Board of Governors from time to time. Section 2: President: The duties of the President of the Society shall include: A. To preside over all meetings of the Society; B. Chairperson of the Board of Governors; C. Serve as an ex officio member of all committees; D. Make recommendations to the Board of Governors to fill vacancy of all open offices and open committee positions; E. Recommend any officers or members removal of duties to the Board of Governors in accordance with Article VI: Board of Governors: Section 7 of the Bylaws F. Shall serve as treasurer until such time an official treasurer is found; Section 3: Vice President: The duties of the Vice President shall include: A. In the absence or disability of the President, or at the request of the President, the Vice President shall perform the duties of the President; B. If the office of President becomes vacant, the Vice President shall serve as President for the unexpired term limit; C. The Vice President shall serve as the Chair of the Meetings and Programs Committee. Section 4: Secretary: The duties of the Secretary shall include: A. Manage the list of the names and addresses of the alumni in the area provided by the Association. B. Record all changes, notifying immediately the Association of any additions or corrections to the list. C. Chair of the Membership Committee. D. Shall send out all meeting notices, update and send reports of all meetings and activities.

3 E. Shall send all approved notices and activities to the Society and to the Association. F. Assist the President of the Society as needed. Section 5: Treasurer: The duties of the Treasurer shall include: A. Supervise all receipts and expenditures; B. Serving as ex officio member all committees in charge of handling financial arrangements for the meetings; C. Serve as chair of the Finance Committee; D. Completing and submitting annual financial forms to the Association; E. Complete and submit any documents that may be required by the Internal Revenue Service F. Provide monthly report of all expenses and balances. Article VI - Board of Governors Section 1: The Board of Governors shall consist of (15), to include the following: A. The elected President, Vice President, Secretary, Treasurer. B. The immediate past president. C. Six Members at Large, of whom three shall be elected biennial for four year terms by the membership of the Society as outlined in Article IX. D. The President/CEO of the Association, or the President/CEO's designee, as an ex officio, without a vote. E. The Intercultural Specialist for Black Student Initiatives of the Ohio State University s Office of Student Life Multicultural Center as an ex officio, without a vote. F. Student(s) representative(s) selected by the board to serve as an ex officio voting member. Section 2: The Board of Governors shall have full power to fill all vacancies. Section 3: The governance of the Society and the direction of its activities shall be vested in the Board of Governors. Section 4: A meeting of the Board of Governors must be called by the President of the Society upon written request of at least three members of the Board of Governors. Section 5: The Board of Governors shall hold two meetings per year and others at the discretion of the President. Section 6: The following shall be the terms for the Board of Governors: A. Terms for all elected officers shall be 2 years. Each officer may hold term for 2 elected terms. B. Members of the Board at Large shall serve two year terms and may hold term for 2 elected terms a. 3 Member of the Board at Large shall be voted on annually for 2 year positions. This will begin 2018 and The board shall begin the annual process identifying those members who are up for election from the current members. Section 7: Removal of Officers.

4 Any board member or officer can recommend the removal of another board member for the following: A. Failure to attend board meetings without notice for three consecutive meetings B. Failure to uphold the Constitution and By-Laws of the Society C. Failure to operate ethically and to fulfill the duties of their office D. If a member engages in behavior that is detrimental to advancing the purpose of the Society, violates the federal, state, or local law the member and/or officer maybe removed through the majority vote of the Elected and Appointed Officers of the Society. Upon the recommendation of a board member for the above violations, the following action shall take place by the Board President or their designee: 1. Society President speaks one on one with individual outlining the problem in detail. 2. Action steps are discussed and given to the individual along with appropriate benchmarks for resolution. 3. If the conflict is not resolved within stated benchmarks the Society President will recommend removal of officer to the board 4. The board shall hold discussion with information supporting said action. A two-third vote of the Board of Governors is required for the removal to take place. Section 8: Replacement of Officers Any officer or member of the Board can recommend a replacement for the duration of the term of the open position. A resume shall be presented to board. The replacement must meet the qualifications, as outlined in Article IX, Section 2. A vote of fifty percent plus one is necessary for the new Board member to be approved. Article VII - Membership Meetings Section 1: On a biannual basis, the membership meeting will take place during the Society s Homecoming weekend. On the off reunion year, the membership meeting will be scheduled with a different event or will be conducted by means as established by the Board of Governors. Section 2: There shall be such other meetings each year as the President, with the approval of the Board of Governors of the Society, deem desirable. Section 3: The President of the Society must call a membership meeting upon the written request of five percent of the members of the Society. Upon failure of the President to call such a meeting within ten days of such request, the meeting may be called by any other officer or member of the Board of Governors, or by the petitioning members. In such instance, the President/CEO of the Association shall be notified, and the President/CEO shall send due notice of the time, place and purpose of the meeting to all members of the Society. Section 4: Where this constitution fails to provide authority for procedure, Robert s Rules of Order shall be used. Article VIII Committees

5 Section 1: The President of the Society shall appoint the following standing committees with the approval of the Board of Governors: A. Meetings and Programs: It shall be the function of this committee to organize the meetings of the Society; plan the program; obtain the publicity for them; and to get notification by mail, electronic means or phone, to the alumni of the Society. B. Membership: It shall be the duty of this committee to check the names of all eligible for membership with the President/CEO/representative of the Association and to use all means possible to encourage non-members to do their share in furthering the interests of The Ohio State University by joining The Ohio State University Black Alumni Society. The committee will also encourage Active Membership in the Association, whenever possible. Section 2: The President of the Society, with the approval of the Board of Governors, shall appoint such additional committees as in the President's judgment the interests of the Society may require, and may prescribe the duties of such committees. Article IX Elections Section 1: Members of the Board of Governors shall be elected every other year at the Society s annual meeting; The following Officers and Board members shall be included in this biennial election; A. President B. Vice President C. Secretary D. Treasurer E. 3 Members of the Board at Large Section 2: Eligibility for Officers shall consist of the following: A. The officers or member of the board must be an active member of The Ohio State University Alumni Association, Inc. and an active member of the Society as stated in Article IV Officers: Section 2; B. One year participation on a Society committee or a current Member of the Board at Large; C. Must be a graduate of The Ohio State University. Section 3: Eligibility for Members of the Board at Large consists of the following: A. The officers must be Active Members of The Ohio State University Alumni Association, Inc. and Active Members of the Society as stated in Article IV Officers: Section 2; B. Must be a graduate of The Ohio State University. C. Must have participated on a committee, project or attended at least three Society events in a one year time frame, as identified through registration and sign in documentation. Article X - Bylaws

6 The Society is permitted to establish bylaws at any regular board meeting of the Society, a quorum being present, by a two-third vote of all board members present, provided that notice of such proposed bylaw(s) shall have been communicated via mail or electronic means to each board member at least ten days before such meeting. No amendment or addition to the bylaws can be made which is not in harmony with the Society constitution or is contrary to the constitution of the Association. Article XI - Adoption This constitution shall be officially adopted upon its approval by a majority vote of the members of the Society in attendance at any regular or special meeting of the Society. It shall take effect upon the granting of the charter of the Board of Directors of The Ohio State University Alumni Association, Inc., authorizing its functioning as one of the official alumni constituent societies of The Ohio State University. Article XII - Amendments This constitution may be amended by a majority vote of the total votes cast in a manner decided upon by the Board of Governors of the Society. No amendments shall take effect until duly approved by the Board of Directors of The Ohio State University Alumni Association, Inc. Revised - May 2008 Revised- January 2014 Revised- September 2015 Revised October 2017