Dalhousie University Alumni Association By-Laws 1) Name 1.0 The name of the Association, the Dalhousie Alumni Association, is hereinafter referred to as the Association. 1.1 The office of the Association is at Dalhousie University. 2) Objects/Mission Statement 2.0 The objects of the Association are to work with the Dalhousie University Alumni Relations Office ( Alumni Office ) to: a) promote alumni interests; b) play an advisory role to the University on matters related to alumni of the University; and c) promote and increase alumni engagement and foster an active alumni community. 2.1 The mission of the Association is to work with the Alumni Office in the building of relationships between Dalhousie University and its alumni. 3) Membership in the Association 3.0 A member of the Association is: a) any person who has received a degree, diploma or certificate from Dalhousie University; b) any honorary degree holder or honorary alumnus. 4) Divisions and Chapters 4.0 Members of the Association with a particular common interest or graduates of any faculty of Dalhousie University, on notice to the Board of Directors of the Association, may form a division, chapter, special club or organization in affiliation with the Association, provided that the division, chapter, special club or organization is determined by the Board of Directors to be in the best interests of the Association and that the by-laws, if any, of the division, chapter, club or organization and any amendments thereto have been approved by the Board of Directors of the Association and a copy thereof has been filed at the Alumni Office. 4.1 Each division, chapter, special club or organization shall cooperate with the Association in the advancement of the objects and mission of the Association. 1
5) Board of Directors 5.0 The Board of Directors of the Association shall consist of up to 17 Directors, excluding exofficio members appointed in accordance with Article 5.4, who shall be: a) the Officers of the Association; and b) members of the Association appointed in accordance with Article 8; and c) the Director of Alumni Relations of Dalhousie University. Notwithstanding the above, the Board of Directors of the Association shall include the four Representatives of the Association on the Board of Governors of Dalhousie University (the Board of Governors ) nominated by the Association and appointed to the Board of Governors in accordance with the Statutes and by-laws governing the Board of Governors. Of the 17 directors, there shall be at least one residing in, and representing Western Canada (British Columbia, Alberta, Saskatchewan, Manitoba and the territories), one residing in, and representing Central Canada (Ontario and Quebec) and one residing in and representing Eastern Canada (New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland). Of the 17 directors, there shall be at least one director who has graduated from Dalhousie within five (5) years from the time of his/her appointment to the Board of Directors of the Association. 5.1 The Nominating Committee of the Association shall recommend a slate of directors at the Annual General Meeting so that the directors of the Association shall not number more than 17. 5.2 The term of office for Board members is three years and may be renewed for an additional three years upon the recommendation of the Nominating Committee. 5.3 A member of the Board of Directors of the Association may be removed as a Director of the Association upon a motion approved by not less than three-quarters of the members of the Board of Directors of the Association present at any meeting. 5.4 The Board of Directors may include non-voting ex-officio members including: a) the Vice-President External of Dalhousie University; b) the President of the Dalhousie Student Union; c) the Associate Directors of Alumni Relations; and d) any other individual included by resolution of the Board of Directors. 6) Officers of the Association 6.0 The Officers of the Association are the: a) President; and b) Executive Vice President. 2
6.1 The Executive Vice President of the Board shall be elected from among the Directors at a meeting of the Board held following the Annual General Meeting. 6.1.1 The Executive Vice President of the Board shall become the President of the Board upon the expiration of the term(s) of the President of the Board. 6.2 The Officers of the Association hold office until a successor is elected in accordance with these by-laws. 6.3 Officers are normally elected for a two-year renewable term, with the President elected for no more than two consecutive terms of office. 6.4 If deemed appropriate, an Executive Committee may be struck by the Board of Directors of the Association on an annual basis at the first Association Board of Directors meeting following the Association Annual General Meeting. 6.4.1 The Executive Committee shall consist of five Directors of the Association with geographic and discipline representation, at least one of whom shall reside outside of the Halifax Regional Municipality. Two of the five Directors shall be the President and Executive Vice President of the Association. 6.4.2 The Executive Committee shall assist the President in guiding the work of the Association Board of Directors. The Executive Committee is not intended to usurp the authority of the Board of Directors of the Association but is in place to facilitate decisions that are required to be made between Association Board Meetings that are not of a substantive or strategic nature, unless otherwise directed by the Board of Directors of the Association. The Executive Committee therefore: Can: (a) review and set Agendas for Association Board of Directors meetings; (b) meet as required and make decisions on behalf of the Board of Directors of the Association with respect to administrative day to day operational matters of the Association if thought appropriate; (c) meet as required and make decisions on behalf of the Board of Directors of the Association of a timely nature which must be dealt with between Association Board of Director Meetings; and (d) act on any other matter delegated by the Board of Directors of the Association to the Executive Committee for handling. Shall: (e) report to the Board of Directors of the Association at each Association Board Meeting on the activities of the Executive Committee since the last Board of Directors Meeting of the Association and, where required or appropriate, seek Association Board of Director ratification of any steps taken by the Executive Committee. Cannot: (f) without full disclosure, discussion and approval of the Board of Directors of the Association advance amendments, modifications or repeals of any one or more By-Laws of the Association or modify the DAA Board structure or policies; and 3
(g) make appointments to Board Committees or the Dalhousie University Board of Governors. 6.4.3 The Executive Committee shall meet as necessary. 6.4.4 The Association President and in his absence, the Association Executive Vice President will chair meetings of the Executive Committee. A quorum of the Executive Committee shall be a majority of its members. 6.4.5 The Executive Committee shall report to the Association Board of Directors. Minutes shall be taken at Executive Committee meetings, submitted to the Association Board of Directors and distributed to the Association Board of Directors in a timely fashion. 6.5 The Board of Directors of the Association shall strike committees as required from time to time and the Board shall elect chairs of these committees. 7) Board of Governors of Dalhousie University 7.0 On the advice of the Nominating Committee, the Board of Directors of the Association shall recommend to the Board of Governors of Dalhousie University up to four representatives of the Association as members of the said Board of Governors provided that: a) No representative recommended under this Article 7.0 may be selected to more consecutive terms than permitted by the Board of Governors by-laws; and b) The President of the Association shall be one of the recommended representatives of the Association on the Board of Governors. 7.1 In the event of a vacancy of an Association representative on the Board of Governors of Dalhousie University, the Board of Directors of the Association, on the advice of the Nominating Committee, may recommend a successor to the Board of Governors for the unexpired term. This person is automatically a member of the Board of Directors of the Association. 8) Nominating Committee 8. 0 The Board of Directors of the Association shall appoint a Nominating Committee in a timely manner each year. The Nominating Committee may consist of: the Executive Vice President of the Association as Chair or if he/she is unable or unwilling to act, a person appointed by the Board on the recommendation of the President the Chair of the Nominating Committee of the Board of Governors at least two members of the Association, at least one of whom shall be a Director of the Board of the Association the Director of Alumni Relations; and the Vice-President External of Dalhousie University The Director of Alumni Relations and the Vice-President External of Dalhousie University shall be non-voting ex officio members of the Nominating Committee. 4
8.01 In addition to the Executive Vice President, the Nominating Committee shall include at least one member who resides in the Halifax Regional Municipality and one that does not reside in the Halifax Regional Municipality. 8.1 The purpose of the Nominating Committee is to: a) Recommend to the Annual General Meeting of the Association the slate of persons to be elected as Directors of the Association. b) Recommend to the Board of Directors at a meeting of the Board following the AGM, a slate of Officers for the Association; c) Recommend to Board of Directors of the Association persons to be recommended as representatives of the Association to the Board of Governors of the University; d) If requested by the Board of Directors of the Association, appoint individuals to fill vacancies and to fulfil specific roles e) Do such other matters that are required by these by-laws or requested of the Nominating Committee by the Board of Directors of the Association 8.2 Directors shall hold office until their successors take office. 8.3 The Nominating Committee may be called upon by the Board of Directors to recommend members of the Association to fill vacancies on the Board of Directors or vacancies among the Officers of the Association during the year. 9) Meetings 9.0 Annual General Meeting a) The Association shall hold an Annual General Meeting normally each year in the month of May or June. b) At least three weeks notice to the members of the Association of the date and place of the meeting shall be published in publications and/or online as deemed appropriate by the Director of Alumni Relations. 9.1 Chair and Procedures for Meetings Any meeting of the Association or the Board of Directors or the Executive Committee shall be chaired by the President, or in his/her absence the Executive Vice President, or failing these by a person designated by the Board of Directors of the Association. 9.2 Quorum Ten members shall constitute a quorum at any meeting of the Association. 9.3 Voting Every member present may vote. In the case of a tie vote, the Chair shall cast the deciding vote. 9.4 Special Meetings a) Special meetings of the Association may be called by the Board of Directors at any time, provided notice of the time, place and purpose of the meeting has been published in publications and/or online as deemed appropriate by the Director of Alumni Relations at least three weeks prior to the holding of the meeting. 5
b) The President shall call a special meeting on receipt of a written request to that effect, signed by at least fifteen members of the Association and which specifies the purpose for which the meeting is desired and provides any motions to be proposed and other background documentation to be considered at such special meeting. Should the President fail to call the special meeting within ten days, the Executive Vice President shall call the meeting. c) No business shall be transacted at a special meeting unless notice thereof has been given. 9.5 Meeting of the Board of Directors a) The Board of the Association shall normally hold a minimum of four meetings annually. b) A meeting of the Board of Directors may be called at any time by the President, or in his/her absence the Executive Vice President, provided twenty four hours notice of the meeting is given. c) The President shall call a meeting of the Board of Directors on the receipt of a written request to that effect, specifying the purpose for which the meeting is desired and signed by at least four members of the Board of Directors. Should the President fail to do so within seven days, the Executive Vice President shall call the meeting. d) Seven members of the Board of Directors shall constitute a quorum at a meeting of the Board of Directors. e) Members of the Board of Directors shall be deemed to be present at a meeting of the Board of Directors if they are participating in the meeting by teleconference or videoconference. f) In a case of a tie vote, the Chair shall cast the deciding vote. g) The absence of any director for more than three consecutive meetings of the Board of Directors may result in their removal from the Board of Directors at the discretion of the Executive Committee. 10) Fiscal Year 10.0 The fiscal year of the Association shall end on the thirty-first day of March. 11) Execution of Instruments 12) Amendments 11.0 The Board of Directors may, by resolution, authorize two or more of the directors to execute contracts, deeds, bills of exchange, cheques and other instruments and documents on behalf of the Association. 12.0 These by-laws may be amended by the majority of those present at an Annual General Meeting or Special Meeting of the Association, provided that notice of the intent to do so has been published in publications and/or online as deemed appropriate by the Director of Alumni Relations at least three weeks prior to the holding of the meeting. 12.1 Any proposed amendment, before being presented at a meeting of the Association in accordance with Article 12.0, shall be considered at a duly called and constituted meeting of the Board of Directors who may make a recommendation regarding the proposed amendment to the members of the Association. 12.2 Written notice with a copy of the proposed amendment(s) shall be emailed to each member of the Board of Directors at least three weeks prior to the meeting of the Board of Directors at which the proposed amendment is to be considered. 6