Alumni Association / Foundation Program in Healthcare Administration School of Public Health University of Minnesota

Approved Amendments December 14, 2010 AA/F Board Meeting Minneapolis, MN Alumni Association / Foundation Program in Healthcare Administration School of Public Health University of Minnesota BY LAWS I. NAME II. III. IV. PURPOSE FUNCTIONS GOVERNANCE V. MEMBERSHIP VI. VII. VIII. IX. BOARD OF DIRECTORS Authority of Board; Membership of Board; Term and Tenure; Election of Directors; Vacancy; Termination of Board Members; Meetings of Board OFFICERS Number; Election and Duties of Officers COMMITTEES Types; Appointment & Terms of Committees; Meetings of Committees; Executive Committee; Nominating Committee; Education Advisory Committee; Finance and Operations Committee; Endowment Committee; Strategic Planning Committee MEMBERSHIP TYPES Members; Student Membership; Honorary Membership; Affiliate Membership X. CLASS SECRETARIES Duties; Selection and Term XI. REGIONS, REGIONAL DIRECTORS, AND DIRECTORS-AT-LARGE Duties of Regional Directors; Alumni Regions; Duties of Directors-At-Large, Selection of Regional Directors and Directors-At-Large XII. XIII. XIV. XV. XVI. STAFF Employment; Duties and Responsibilities PARLIAMENTARY PROCEDURE FISCAL YEAR ADOPTION OF BY-LAWS AMENDMENTS 1

ARTICLE I: NAME The name of this organization shall be the Alumni Association/Foundation of the University of Minnesota Program in Hospital and Health Care Administration, hereafter referred to as the Association/Foundation. ARTICLE II: PURPOSE The purpose of the Association/Foundation shall be; 1. To promote quality of the University of Minnesota Program in Hospital and Health Care Administration, hereafter referred to as the Program, and of the practice of the profession by its alumni. 2. To encourage and assist its membership to pursue leadership opportunities in all areas of health care delivery and related industries. Programs and services of the Association/Foundation will accommodate this broad context. 3. To increase the knowledge and skills of its members. 4. To promote cooperation, understanding, fellowship and mutual support of members. 5. To provide services to members. 6. To secure resources for fulfillment of the purpose. ARTICLE III: FUNCTIONS The Association/Foundation shall have the following functions: 1. Education of members; 2. Services to members such as communications, social activities and career development; 3. Academic program support such as policy advice, recruitment of students, provision of traineeships and fellowships for students; and grants and loans. 4. Financial resource development; 5. Financial resource management to include investment management and recommendations on resource allocation; 6. Recognition of notable achievement by members; 7. Promotion of members for industry-associated leadership roles. The Association/Foundation shall develop and establish lines of business consistent with its functions and mission. ARTICLE IV: GOVERNANCE The Alumni Association/Foundation shall be governed by a Board of Directors, which shall be accountable to the general membership and elected by them. 2

ARTICLE V: MEMBERSHIP 5.01 Eligibility Membership in the Association/Foundation is defined in Article IX. 5.02 Rights and Responsibilities of Members The voting members shall have the following responsibilities as specified in these bylaws in the sections noted. a. To elect the Board of Directors and officers (Section 6.04) b. To elect the honorary members (Section 9.03) c. To amend the by-laws of the corporation (Article XVI) The management and other authority of the corporation are vested in its Board of Directors. 5.03 Membership Meetings The membership shall meet at least annually at a time and place selected by the Board of Directors. The president will preside at all membership meetings. The agenda will include appropriate reports from the Board and the Program. Minutes of membership meetings shall be distributed within forty-five (45) days of any meeting. ARTICLE VI: BOARD OF DIRECTORS 6.01 Authority of Board of Directors a. The Board of Directors (hereafter referred to as the Board) will have all powers of the corporation as delineated in the Articles of Incorporation and by-laws, as adopted or subsequently amended by the Association/Foundation voting Members. b. The Board will have these specific authorities: 1. To receive, award and manage all funds and property of the corporation; 2. To invest all funds subject to any restrictions placed by donors. 3. To establish policy for operation of the organization through committees and staff. 4. To ratify all appointments as provided in the by-laws. 5. To review all committee actions via reports. 6. To establish an annual operating budget and any subsequent exceptions. 7. To approve other allocations of resources. 8. To initiate programs and activities consistent with the defined Purpose and Functions of the Association/Foundation. 9. To establish membership dues and assessment. 6.02 Membership of Board 3

a. The Board shall consist of twenty-six (26) members, each of whom shall be a voting member of the Association/Foundation except the student representatives. b. The Board shall include: Five Officers: the President, Past-President, President-Elect, Secretary and Treasurer. Twelve Regional Directors: one for each of the twelve designated alumni regions as designated in Article XI and with duties as defined in that Article. One of the Directors-At-Large designated by Board shall have the responsibilities of Regional Director for Alumni in foreign countries as outlined in Article XI. Three Directors from the educational programs: (1) a representative from the first year MHA class on campus, (2) a representative from the second year MHA class on campus, and (3) a representative of Ph.D. students or graduates. Four Directors-At-Large: The Directors-At-Large shall have the duties outlined in section 11.03. In making their nominations, the Nominating Committee shall consider appropriate representation from diverse groups as well as those from various graduated MHA classes and those alumni who have retired. Two Ex-Officio Directors: the Executive Director of the Association/Foundation and the Program Director. 6.03 Term and Tenure a. Nine Directors shall serve by virtue of office and their term related to that office: The five officers as delineated in Article VII The Executive Director of the Association/Foundation The Program Director The representative of the first year MHA class on campus whose term shall coincide with the first academic year. The representative of the second year MHA class on campus whose term shall coincide with the second academic year. b. The terms of the remaining seventeen (17) Directors shall be three (3) years). c. The term of each Director shall begin after the annual membership meeting of the Association/Foundation, which follows their election. A Director shall serve until a successor has been selected or until he/she resigns or is removed. d. Directors may serve a maximum of two consecutive terms, which shall exclude any time served as an officer. 6.04 Election of Directors a. All Directors shall be nominated by the Nominating Committee as specified in Section 8.05 of the by-laws. b. Nominations for Regional Directors shall be solicited from voting members in each region. The Nominating Committee shall nominate at least one candidate for each Regional Director position. Regional Directors shall be elected by the voting members in each alumni region. c. Directors-At-Large shall be elected by the entire voting membership on a ballot that includes at least one nomination for each position. 4

d. The MHA Student Directors shall be elected by their respective MHA class on campus. e. Other Directors shall be elected by a plurality of all votes cast by secret ballot mailed to each voting member of the Association/Foundation at least thirty (30) days prior to the annual membership meeting. The ballot shall include at least one nomination provided by the nominating committee for each position and a space for an open vote. 6.05 Vacancy A vacancy occurring for a Regional Director, a Director-At-Large, or the Ph.D. representative shall be filled through an appointment by the President. A person appointed to fill a vacancy shall serve until the next election of Directors, and shall be eligible to serve up to two additional full terms if nominated and elected. If for any reason a suitable candidate cannot be identified to fill a vacancy, the President will consult the Board to determine the appropriate action. 6.06 Termination of Board Membership a. A Director may resign from the board by giving (30) days written notice to the secretary. b. Whenever, in its judgment, the best interests of the Board are served thereby, the Board may request resignation of or remove a Director. This shall require the affirmative vote of a two-thirds majority of Directors present, with twenty-eight (28) days advance notice that such a request is being considered at the regular or special meeting. A replacement shall be made in accordance with Section 6.05. 6.07 Meetings of Board a. Regular meetings: The Board shall meet at least three (3) times a year at a time and place designated by it. The transfer of officers and introduction of new Board members shall take place at the Board Meeting held in conjunction with, but separate from, the annual member meeting. Scheduled meetings may be waived by a twothirds majority vote of the Directors. b. Special meetings: Special meetings may be called by the President and shall be called upon written request of three or more Directors. c. Notice: An annual calendar of meeting dates shall be approved during the last Board meeting of each calendar year. d. Agenda: An agenda for each meeting will be prepared under direction of the President, and sent to the Directors with the notice of the meeting and required meeting materials within five (5) working days prior to each Board meeting. e. Voting: Fourteen (14) Directors shall constitute a quorum. Directors must be present to vote. Proxies are prohibited. Cumulative voting is prohibited. Voting on Board business may be conducted by ballot mailed to all Directors with voting and quorum requirements the same as regular meetings. f. Telephone meetings: Meetings may be held by telephone conference call to all Directors upon the request of three Directors. Voting and quorum requirements shall be the same as regular meetings. g. Attendance and expenses: To promote effectiveness and encourage collaboration, each Board member shall attend at least one Board meeting in person each year. 5

Reasonable expenses as established in advance by the Board shall be allowed to Directors who attend meetings, if funds are budgeted for this purpose. 6.08 Board Members Responsibilities a. To clearly delineate the responsibilities and expectations of Board members, a Board Member Agreement will be written and approved by the Executive Committee prior to the Annual Member Meeting each year. b. An annual Board member agreement will be signed by each Board member at the Board meeting held in conjunction with the Annual Member Meeting each year. ARTICLE VII - OFFICERS 7.01 Number There will be five officers who will serve for the Association/Foundation as well as for its Board: President, President-elect, Past-President, Secretary, and Treasurer. No officer may hold more than one office at the same time. Each shall serve as a Director. 7.02 Election and Duties of Officers a. All officers shall be nominated by the Nominating Committee as specified in Section 8.05 of the by-laws. b. Election of officers shall be by a majority of votes cast by secret ballot mailed to each voting member of the Association/Foundation at least (30) days prior to the annual membership meeting. c. President: The President shall preside at all meetings of the Board and of the Association/Foundation membership. He/She shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board. d. President-elect: The President-elect shall perform the duties of a President in his/her absence. The President elect shall be a voting member of the Finance and Operations Committee. e. Past-president: The Past-president shall perform the duties of the President in the absence of both the President and the President-elect. He/She shall perform such other duties as may be assigned by the Board. The Past-president shall be a voting member of the Endowment Committee. f. Secretary: The secretary shall: (a) keep the minutes of the meetings; (b) see that all notices are duly given and meeting minutes mailed in accordance with the provision of these by-laws or as required by law; (c) serve as custodian of the Association/Foundation records; and (d) perform such other duties as may be assigned by the Board. g. Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association/Foundation; (b) receive and give receipts for monies due and payable to the Association/Foundation from any source whatsoever, and deposit all such monies in the name of the Association/Foundation in such banks, trust companies or other depositories as shall be selected by the Board; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as may be assigned by the Board. He/she shall chair the Finance and Operations Committee. 6

The Treasurer may delegate the authority to carry out any of his/her responsibilities to a designated member or members of the staff when authorized to so do by the Board. Any person with charge and custody of funds or receipts of monies shall be bonded as determined by the Board. h. Terms and Tenure : The term of office for each officer shall be two years. No individual may serve as Secretary or Treasurer for more than two consecutive full terms. i. Termination: An officer may resign the office by giving thirty (30) days written notice to the President. Any officer may be removed from office by the affirmative vote of a two-thirds majority of Directors present at a meeting providing twenty-eight (28) days advance notice is given that such vote is to be considered at such meeting. j. Vacancies: A vacancy occurring in the office of the President shall be filled by the President-elect. A vacancy occurring in the office of President-elect shall be filled by special election. Vacancies in the office of Secretary or Treasurer shall be filled through appointment by the President. The appointee shall serve until the next election of officers and shall be eligible to serve up to two additional full terms if nominated and elected. ARTICLE VIII - COMMITTEES 8.01 Types a. Standing committees: There shall be six (6) standing committees whose membership, authority and responsibilities are specified hereafter in the Article. The number and type of standing committees may be modified upon approval by the Board consistent with the Purpose and functions of the Association/Foundation. b. Ad hoc committees: Special committees may be appointed from time-to-time and shall be dissolved by the Board when their task is complete. 8.02 Appointment and Terms of Committees a. The general rule is that the President shall select committee members who will serve during his/her term of office. In selecting committee members, the President shall duly consider the need for and benefit of including members of recent graduating classes. The President shall nominate committee members for service immediately following the annual membership meeting. The nominees shall be approved by the incoming Board at its meeting concurrent with the annual membership meeting. Appointment to vacancies on committees or of members to new committees shall be made by the President. The majority of committee members shall be Alumni. b. Committee membership may include individuals who are not Members of the Association/Foundation. As a guideline, the term of office for each committee member shall be one year unless otherwise specified in the by-laws. Individuals may be re-appointed, but may serve no more than two consecutive terms. c. A committee member may resign by giving thirty (30) days written notice to the President or may be removed from committee membership by the President if, in his/her judgment, it will serve the best interests of the organization. The Board shall be notified of such action. 7

d. The chairperson of a standing committee may appoint sub-committees with consent of the President. 8.03 Meetings of Committees a. All committees shall meet at least annually. b. Written notice of each meeting and an agenda shall be mailed to each committee member at least five (5) business days prior to such meeting. c. The President, MHA Program Director, AA/F Executive Director, and designate staff shall be ex officio members of all committees, without vote. However, the President is a voting member of the Executive Committee. All other committee members shall be entitled to vote. d. A majority of committee members with vote shall constitute a quorum. Committee members must be present to vote. Proxies are prohibited. e. Voting on committee business may be conducted by mail ballot or by telephone conference call, with the voting and quorum requirements the same as regular meetings. f. The committee may hold an executive session excluding a member(s) as decided by the chairperson and with consent of a majority of the committee present. 8.04 Executive Committee a. The Executive Committee shall consist of the five officers of the Association/ Foundation, and one Regional Director appointed by the Nominating Committee. The AA/F Executive Director and MHA Program Director shall also serve as ex officio members, without vote. b. The authority and responsibilities of the Executive Committee are to act on behalf of the Board in the interval between regular Board meetings; conduct AA/F business, selecting staff as directed by the Board, monitoring activities of staff, committees, budget performance and other operational matters via reports and discussion. c. The Committee shall approve an annual calendar of communications from the Alumni Association/Foundation to its alumni and to other external parties. d. The Committee shall meet on call of the President and report its actions in writing to the Board within five (5) business days of each meeting. All actions must be ratified by the Board at its next meeting to become final, or may be ratified by mail, email, or telephone as provided in Section 6.07. 8.05 Nominating Committee a. The Nominating Committee shall consist of five voting members of the Association/Foundation appointed by the Board at its meeting following the annual election. In addition to the current President of the Association Foundation (who will serve as committee chair), the committee shall include at least one member who is not a Director, at least one member who is from a recent graduating class, and one current board Director. The committee membership shall be announced to the voting members after appointment. Members shall serve a maximum of two terms. b. The authority and responsibilities of the Nominating Committee are: 8

1. To solicit suggestions from voting members in each region for nomination as Regional Director. A notice shall go to voting members in each region where a Director s term will expire at the annual meeting at least thirty (30) days prior to preparation of the annual election ballots. It shall include a list of all voting members in the region. 2. To make nominations for Directors and officers as specified in the by-laws. 3. To direct preparation of a ballot which shall be submitted to voting members at least thirty (30) days prior to the annual meeting. The ballot shall include at least one nomination and a space for an open vote for each of the following offices: President-elect Secretary Treasurer 4. To provide the President with two (2) nominees from voting members for any other vacancy on the Board except the MHA student directors. 8.06 Education Advisory Committee a. The Education Advisory Committee shall consist of no less than six (6) and no more than ten (10) members including at least one MHA student, an administrative fellow, the Program Director, and members representing different types of organizations and fields of practice. b. The authority and responsibilities of the Education Advisory Committee shall be as follows: to provide constructive evaluation and comment on Program-related matters such as objectives; curriculum; standards; policies; residency and fellowship programs; methodology, faculty, and class size. In cooperation with the Program, the Committee shall also develop and implement appropriate continuing education opportunities for Alumni Association members, including signature learning events, as appropriate. c. The agenda for each meeting shall be prepared by the chairperson and the Program Director and submitted with the appropriate informational materials to all members at least five (5) business days prior to each meeting. 8.07 Finance and Operations Committee a. The Finance and Operations Committee shall consist of at least five (5) members, one of whom shall be the Treasurer. b. The Committee shall have the following authority and responsibilities: 1. To invest and manage funds of the Association/Foundation in accordance with Board policy, utilizing appropriate investment counsel. 2. To make recommendations to the Board regarding investment policy. 3. To monitor investment performance and make regular reports to the Board and alumni membership. 4. To review requests for resource allocation and make recommendations to the Board. 5. To monitor the Student Loan and Scholarship Program which operates through the Educational Trust Fund of the Association/Foundation. 9

6. To take a leadership role in identifying and procuring sources of revenue that, upon review and approval of the AA/F board, are sufficient to ensure the continued viability of the AA/F. 7. To respond to other financial and operational matters that may arise. 8.08 Strategic Planning Committee a. The AA/F Strategic Planning Committee is charged to develop and execute the Alumni Association s strategic plan. The purpose of the plan is to provide a thoughtful approach to ensuring the continued success of the Alumni Association and Foundation in meeting the needs of the Association, alumni and the Program. The Committee s responsibilities shall encompass identification of strategic priorities for the Association and Foundation, development of a three or four year plan that addresses key goals and tactics to accomplish the strategic priorities, and implementation of the plan within the designated plan time frame. b. In developing the strategic plan, the Committee shall use innovative means to gain the perspective of a broad base of alumni. The Committee shall also consult with the AA/F Executive Director, the AA/F Board, and the Program Director in the plan development process. Finally, the strategic plan shall be developed in consultation with the co-chairs of the other Board committees to ensure strategies are aligned and supportive. c. The Committee shall consist of no less than 8 and no more than 12 members, including the Strategic Plan Committee co-chairs, and assigned goal co-leads. Each board member shall be assigned to one strategic plan goal. At least one of the cochairs shall be a board member, and at least one of the co-chairs shall have strategic planning experience. The Executive Director of the AA/F shall be an ex-officio member of the Committee. 8.09 Endowment Committee a. The AA/F Endowment Committee is charged to develop and execute fund raising strategies and to provide oversight to all fund raising initiatives for the Alumni Association/Foundation. The Committee s responsibilities shall encompass efforts to generate financial support for both the AA/F and the Program. The committee shall address both direct and legacy giving. b. The Committee shall work in concert with the Program Director to best ascertain priority needs for Program financial support through philanthropy and shall develop strategies for the timing and effective means to generate the financial support to meet these needs. The committee shall also work with the AA/F board to determine the best means to maintain the necessary financial support of the AA/F so as to carry out the defined mission of the Association. c. The Committee shall consist of no less than 6 nor more than 10 members, with one such member being a faculty member from the Program. The Executive Director of the AA/F shall be an ex-officio member of the Committee. The Alumni Relations Manager shall serve as primary staff to the committee. The AA/F Past President shall sit on the committee as a voting member. 10

ARTICLE IX - MEMBERSHIP TYPES 9.01 Members a. Membership shall be open to individuals who have completed two years of enrollment in the Masters (MHA) Program in Healthcare Administration at the University of Minnesota. b. Membership also shall be open to individuals who have successfully completed the preliminary oral examination for a Ph.D. degree in Healthcare Administration from the University of Minnesota Program. c. Membership also shall be open to individuals enrolled in the Independent Study Program (ISP) at the University of Minnesota in the curricula of Hospital Administration, Long-Term Care or Mental Health Administration, who have successfully completed Course I. d. Membership also shall be open to individuals who have completed the requirements for a certificate or degree from the Executive Studies Program of the Program in Healthcare Administration at the University of Minnesota. e. Members shall be entitled to all rights, privileges and obligations of the Association/Foundation including election or appointment to office, the right to vote and the opportunity to serve on committees. 9.02 Student Membership a. Student membership shall be open to students enrolled in the Masters, Ph.D., Independent Study Programs (in Hospital Administration, Long-Term Care and Mental Health Administration), and the Executive Studies Program who are actively pursuing a degree or credential. b. Student members shall have the same rights, privileges and obligations of Members except that they may not vote or hold elective office. Students who serve on committees shall have a vote on those committees. 9.03 Honorary Membership a. Honorary Membership shall be conferred upon individuals who have displayed an unusually high degree of interest in strengthening the Association/Foundation or the Program. b. The candidate for honorary membership shall be nominated by written petition of ten or more Members submitted to the President thirty or more days prior to the annual meeting of the Association/ Foundation. The petition shall summarize the ways in which the candidate has evidenced interest in the Association/Foundation or the Program. c. Election of a candidate to honorary membership shall occur at the annual membership meeting. Election shall require a two-thirds majority of voting members present. d. Honorary members shall have the same rights, privileges or obligations as Members. 9.04 Affiliate Membership a. Persons in the healthcare field who are not eligible for other membership categories may apply for Affiliate membership. 11

b. Affiliate members shall have the same rights, privileges and obligations of Members except that they may not vote or hold elective office, but may serve and vote on committees. ARTICLE X - CLASS SECRETARIES 10.01 Duties There shall be a Class Secretary for each MHA class who shall be responsible for the promotion of active participation by members of each class in the Association/ Foundation, and support of its Purpose and activities. In particular, the Secretary shall promote communications among class members and of the class as part of the Association/Foundation. The Class Secretary shall also perform such specific responsibilities as may be established by the Board. 10.02 Selection and Term a. Class Secretaries will be selected according to a process defined by the Board. b. The duration of the Class Secretary s term of office will also be defined by the Board. ARTICLE XI REGIONS, REGIONAL DIRECTORS, AND DIRECTORS-AT-LARGE 11.01 Duties of Regional Directors a. In addition to serving as a member of the Board, the Regional Director shall be responsible for promotion of active participation in the Association/Foundation by all members in the Region. Such responsibilities shall include, but not be limited to the following: 1) Conduct periodic regional/area gatherings. a) Each Regional Director is responsible for formulating an approach to plan, promote and conduct periodic regional/area gatherings. The number and frequency of regional/area gatherings will vary by Region as established by the following guidelines: i) Every Alumnus in a Region should have an opportunity to attend an Alumni gathering at least once per year. ii) The Regional Director will consider geographic clustering of Alumni when determining location and format of regional/area gatherings. b) The Regional Director has the authority to appoint Area Representative(s) and/or deputize other alumni to accomplish the events. If Area Representative(s) are appointed, the term shall be three years concurrent with the term of the Regional Director. 2) To communicate with Alumni in their region. a) Send coordinated updates to all Alumni in the Region after each meeting of the Board of Directors. b) To establish, together with the AA/F Board, a process for soliciting the view of Alumni regarding major policy issues confronting the Board. 3) To contribute to the Program s recruitment efforts. a) To facilitate and encourage all alumni in the Region to continually watch for new talent and identify prospective students. 12

b) To be involved in the recruitment process and connect potential students (applicants to the Program) with working Alumni in the corresponding region/state/area. The appointed/assigned Alumnus will be expected to reach out and share experiences and information with the potential student. 4) To establish mentoring relationships between recently graduated Alumni moving into the Region and existing Alumni, according to the process and guidelines defined by the Board. b. One or more Regional Directors may represent Alumni outside the United States, if so designated by the President (see section 11.02) c. The Regional Director shall have such other responsibilities as may be established by the President or the Board. 11.02 Alumni Regions Region 1: New England (6 States) - Connecticut - Maine - Massachusetts - New Hampshire - Rhode Island - Vermont Region 2: Mid-Atlantic (5 States & DC) - New Jersey - New York - Pennsylvania - Delaware - Maryland - District of Columbia Region 3: Southeast (11 States) - Alabama - North Carolina - Florida - South Carolina - Georgia - Tennessee - Kentucky - Virginia - Louisiana - West Virginia - Mississippi Region 4: Great Lakes (4 States) - Illinois - Indiana - Michigan - Ohio Region 5: Twin Cities West Metro (3 Counties in Minnesota) - Hennepin - Carver - Scott Region 6: Twin Cities East Metro (4 Counties in Minnesota) 13

- Ramsey - Anoka - Washington - Dakota Region 7: Outstate Minnesota/Dakotas (3 States) - North Dakota - South Dakota - Outstate Minnesota (all of Minnesota except Regions 5 and 6) Region 8: Iowa and Wisconsin (2 States) - Iowa - Wisconsin Region 9: South Central (6 States) - Arkansas - Kansas - Missouri - Nebraska - Oklahoma - Texas Region 10: Mountain (6 States) - Arizona - Colorado - Nevada - New Mexico - Utah - Wyoming Region 11: Northwest (6 States) - Washington - Oregon - Idaho - Montana - Alaska - Hawaii Region 12: California (1 State) - California Alumni in Foreign Countries Alumni outside the United States will be considered one or more separate regions and will be represented by one or more existing Regional Directors as designated by the President. 11.03 Duties of Directors-At-Large a. In addition to serving as a member of the Board, the duties of a Director-At-Large shall include, but not be limited to the following: 1. To serve on or Chair one or more Standing or Ad Hoc Committees. 2. To lead or participate in special initiatives of the Board as defined by the President. 3. To contribute to the Program s recruitment efforts. 14

4. To assist with the establishment of mentoring relationships between recently graduated Alumni and existing Alumni, according to the process and guidelines defined by the Board. 5. Other duties as defined by the President and/or the Board. 11.04 Selection of Regional Directors and Directors-At-Large Regional Directors and Directors-At-Large shall be elected as provided in Section 6.04. If a Regional Director moves out of the region, the vacancy shall be filled by the President as provided in Section 6.05. ARTICLE XII: STAFF 12.01 Employment The Board shall select and employ staff members consistent with the needs of the Association/Foundation and in accordance with funds available for this purpose. 12.02 Duties and Responsibilities a. Duties and responsibilities of staff and their compensation shall be recommended by the Finance and Operations Committee and approved by the Board. b. Staff responsibilities shall include development of an annual work program and budget. The annual operating budget shall be prepared by the Finance and Operations Committee and presented to the incoming Board concurrent with the annual membership meeting of the Association/Foundation. ARTICLE XIII - PARLIAMENTARY PROCEDURE Procedures not defined in these by-laws shall be governed by Roberts Rules of Order (Newly Revised). ARTICLE XIV - FISCAL YEAR The fiscal year of the corporation shall be established by the Board of Directors. ARTICLE XV - ADOPTION OF BY-LAWS These by-laws shall be adopted when approved by the Members of the Association/Foundation if two-thirds of all votes cast and received within thirty (30) days are affirmative. ARTICLE XVI - AMENDMENTS A proposal for amendment of these by-laws may be initiated by the Board and must be initiated by the Board upon written petition of twenty-five (25) or more voting members. Proposals for amendment of by-laws shall be submitted to all voting members. Approval shall require two-thirds majority of all votes cast and received within a period of thirty (30) days. 15