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Last updated 6/3/02
Name and Purpose
1.1 Name
The name of the Association shall be Prescott College Alumni Association
(PCAA).
1.2 Purpose
The purpose of the Association shall be:
- To work with the Board of Trustees, faculty, and the administration
of Prescott College to advance and support the mission of Prescott
College.
- To unite the alumni of Prescott College in order to promote the
highest excellence in the mission of Prescott College;
to cultivate closer professional relationship and good fellowship
among the alumni
of Prescott
College; and to extend fellowship and collegiality to Prescott
College.
- To advance the interest of Prescott College in the expectation
and hope of making it the foremost among institutions of
its type.
Principal Office
2.1 Principal Office
The principal office of the Association for the transaction
of its business shall be the Prescott College Advancement and Alumni Office,
with a mailing address of 220 Grove Avenue, Prescott, Arizona 86301.
Board of Directors
3.1 Board as Governing Body
The Association shall be governed by a Board
of Directors (the Board) of not less than five (5) or more than nine (9)
active members of the Association.
3.2 General Powers
Its Board shall manage the business and affairs of the
Association. The directors shall in all cases act as a board. They may adopt
such rules and regulations for the conduct of their meetings and the management
of the Association, as they may deem proper, not inconsistent with these
by-laws, and the laws of this State, and the policies of Prescott College.
3.3 Composition, Term of Service, Tenure, and Qualifications
New members
shall be elected to the Board by the current active membership of the Association
each year to serve for a period of three (3) years and to take the place
of board members retiring. No member of the Board shall be eligible for reelection
to another three-year term until at least one (1) year has expired after
the last term in office of such member. Board terms will begin on July 1
and end on June 30.
Every director must be:
- A former student of Prescott College; and
- Over the age of twenty-one (21); and
- Of good moral character; and
- A currently active member of the Alumni Association
Notwithstanding the foregoing, each director shall hold office until
his/her successor shall have been elected and qualified.
3.4 Election to Board
Election to the Board shall be by ballot distributed
to all currently active members of the Association at the time of
the election each year. Active members may vote by either (a) return
mail ballot, (b)
electronic device, or (c) in person at the Annual Meeting. The Secretary
will be responsible for the tabulation of ballots, recording the
vote, and taking necessary measures and implementing necessary safeguards
to prevent
inactive members from voting or active members from voting more than
one time. A plurality of votes cast shall be required to elect. Vacancies
occurring
in the Board shall be filled until the next annual election, by a
vote of the remaining members of the Board.
3.5 Nominating Process
Each year the Board shall appoint a Nominating Committee
to consist of at least three (3) active members of the Association, who may
also be members of the Board. At least six (6) weeks before the Annual Meeting
date, such committee shall issue by mail and/or electronic mail, a call for
candidates from among all currently active members of the Association for
the vacancies in the Board to be filled at the forthcoming Annual Meeting.
Two (2) weeks later and at least four (4) weeks prior to the Annual Meeting,
the Nominating Committee will then meet to consider all names brought forth
through the call process and prepare a slate of nominations (a ballot). The
Secretary shall then mail ballots, with a stated return date to allow for
tabulation, to all currently active members of the Association for the purpose
of voting for the vacancies in the Board.
In addition to those candidates selected by the Nominating Committee to
appear on the ballot, additional names will be included if submitted in writing
along with the signatures of at lest ten percent (10%) of the currently active
members of the Association and delivered to the Secretary at least six (6)
weeks before the Annual Meeting. The Secretary shall likewise include these
candidates on the ballot sent to the active members of the Association.
3.6 Insignia, Colors, Badges, and Flags
The Board may adopt
insignia, colors, badges, and flags for the Association, as it deems
desirable.
3.7 Signature on Formal Documents
Formal documents shall
be signed by two (2) officers of the Board or by two (2) of its members
whom the Board shall
designate.
Meetings of the Board
4.1 Regular Meetings of the Board
Regular Meetings of the Board shall be
held at least quarterly at such time and place as may be designated
by resolution of the Board. Such meetings may be held via telephone
conference call. One
of these regular board meetings will occur between April 1 and June
30 of each year and shall be designated the Annual Meeting of the Association.
4.2 Special Meetings of the Board
The President of the Association may
call a Special Meeting of the Board at any time. A Special Meeting
must be called on the written request of any member(s) of the Board
to the President.
At least three (3) days notice by mail, electronic mail, or by telephone
of such meeting must be given to all of the members of the Board. The
notice must state the purpose of the meeting.
4.3 Quorum
Fifty percent (50%) of the membership of the Board shall constitute
a quorum at all meetings of the Board.
4.4 Order of Business
At meetings of the Board, the following shall be
the Order of Business:
- Roll call.
- Minutes of the preceding meeting and action thereon.
- Reports of officers and committees.
- Elections.
- Unfinished business.
- New business.
- Adjournment.
4.5 Attendance
Any member of the Board may attend by telephonic conference
call. Any member of the Board who is absent from three (3) consecutive
meetings without a satisfactory reason, as determined by the other
board members,
shall be deemed to have resigned as a member of the Board and shall
cease to be a member thereof. Such member may however, be reinstated
by a majority
vote of the Board.
4.6 Manner of Acting
The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the directors.
4.7 Vacancies
Vacancies occurring in the Board for any reason may be filled
by a vote of the remaining directors then in office. A new director
elected to fill a vacancy must be a currently active member of the
Association and
shall be elected to hold office only for the remaining term of his/her
predecessor. At the completion of the term, he/she may seek election
to a regular board
term as outlined in Article 3.
4.8 Removal of Directors
Any of the directors may be removed for cause
by majority vote of the active membership of the Association or by
action of the Board. Directors may be removed without cause only by
majority vote
of the active members of the Association.
4.9 Resignation
A director may resign at any time by giving written notice
to the Board, the President, or to the Secretary of the Association.
Unless otherwise specified in the notice, the resignation shall take
effect upon
receipt thereof by the Board or such officer, and the acceptance of
the resignation shall not be necessary to make it effective.
4.10 Presumption of Assent
A director who is present at a meeting of the
directors at which action on any Association matter is taken shall
be presumed to have assented to the action taken unless his/her dissent
is entered in
the minutes of the meeting or unless he/she shall file his/her written
dissent to such action with the Secretary or the person acting as Secretary
of the
meeting before adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Association immediately after
the adjournment
of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
4.11 Proxy
At meetings of the Board, a director may vote by proxy executed
in writing by the director or by his/her duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the Association
before or
at the time of the meeting. No proxy shall be valid after six (6) months
from the date of its execution unless otherwise provided for in the
proxy.
Officers
5.1 Designation of Officers
Every officer of the Association
shall be a currently active member of the Association and a current
member of the Board
of Directors of the Association. The officers of the Association shall
be a President, a Vice-President, a Secretary and a Treasurer. The
officers shall be elected annually within thirty (30) days after the Annual
Meeting
by the Board and shall hold office for one year or until their succors
shall have been elected. Outgoing board members/officers shall be allowed
to vote
in this election.
5.2 Duties of the President
- Presiding Officer
The President, or in the absence of
the President, the Vice-President, shall preside over all meetings
of the Board
and the Association. In the absence of both, a temporary presiding
officer shall
be elected from among the members present.
- Appointing Committees
The President shall appoint all
committees of the Association and of the Board, unless it is
specifically provided
otherwise.
- General Supervision
The President shall exercise a general
supervision over all of the affairs of the Association.
- Ex-Officio
Member of Committees
The President shall be a member, ex-officio,
of all committees, but shall not be counted in determining
a quorum. In the absence of the President, the Vice-President
may so serve.
5.3 Duties of the Vice-President
In the absence or disability
of the President, the Vice-President shall perform all duties of the
President, and in so action
shall have all powers of, and be subject to all restrictions on, the
President.
5.4 Duties of the Secretary
The Secretary shall keep a
complete record of all proceedings and correspondence of the Association
and the Board. The
Secretary shall send notices of meetings by mail to all active members
of the Association or Board as required. The Secretary shall work in
concert with the College Alumni Office to keep an active membership roster
containing
the names and addresses of each active member of the Association and
the date and manner of termination of any such membership, and shall
perform
all other duties usually appertaining to the office of Secretary.
5.5 Duties of the Treasurer
The Treasurer shall work in
concert with the Business Office and the Alumni Office of the College to
keep track of funds
budgeted to the PCAA as well as expenses charged to that budget and
report back to the PCAA Board on a regular basis.
Committees
6.1 Committees
The Committees of the Association as they
are constituted and empowered by the Board are as follows:
- College Promotion Committee
This committee shall be
appointed by, and have the numbers of members from time to time determined
by,
the Board or
the President, and shall supervise and coordinate the conduct of
the Association's promotion of Prescott College and the College's
mission.
- Education Committee
This committee shall consist of
one (1) to three (3) members of the Board and shall supervise,
coordinate, conduct,
promote, and provide educational programs for the benefit of
the Association's active
members as well as members of the general public.
- Active Membership
Committee
This committee shall be appointed by, and have the
number of members from time to time determined by, the Board
or the President, and shall supervise, coordinate, conduct,
and promote alumni becoming active members of the Association
through their participation
in
the College's Annual Fund.
- Special Committees
Special committees
may be appointed from time to time by the Board of the
President, to consider and report to the Board
on subjects requiring investigation and/or action.
6.2 Appointment and Tenure
Committee members may be appointed
by the President to serve until relieved, if the Board so requests.
Membership
7.1 Classes of Membership
There shall be a single class
of membership, to-wit: active.
7.2 Active Membership
Active membership in the Association
shall be open to all former students and former faculty of Prescott
College. To be an active
member, a person must make a gift to the College Annual Fund at some
point during each fiscal year, between July 1 and June 30, to be considered
an
active member of the Association during said year. On July 1 of each
year, all previous active memberships become due for renewal for that
coming fiscal
year.
7.3 Information on Active Members
The name, address, telephone
number(s), email address (if available), and occupation of all active
members shall
be published by the Association at least annually and made available
to the active members of the Association. Any active member can request
in writing
to the Secretary or to the Alumni Office, that any or all of the information
described above not be included or made public, for that active member,
in such directory.
7.4 Active Membership Benefits
The primary benefits of
active membership in the Association shall be the right of having one
vote in the annual election
of Association board members or on any other matters or issues brought
before the Association active membership, and the opportunity to serve
on the Association
board and as an officer of the Association. The board of the Association
and the College may also from time to time, provide additional benefits
to the Association's active members.
Termination of Active Membership
8.1 Termination by Resignation, Death, of Expulsion
Other
than for non-renewal expiration, the active membership of any member
of the Association shall
automatically terminate with the member's death or the member's written
request, delivered to the President or Secretary of the Association,
or upon the member's
expulsion from the Association by action of the Board.
8.2 Rights Upon Termination
Upon termination of active
membership, any rights, title, or interest of the member in or to benefits
provided by the
Association shall cease. All sums due and owing to the Association
from any person who has terminated his/her active membership shall
remain a debt owed
to the Association by such person. Such debt shall be enforceable against
the person or against the person's estate.
Suspension and Expulsion of Active Members
9.1 Grounds for Suspension or Expulsion
Any active member
may be suspended or expelled from the Association by the Board, for
willful infractions of
the By-laws or for acts or conduct that the Board may deem disorderly,
injurious, or hostile to the interest of objectives of the Association,
provided the
Board gives notice to such offending member of the proceedings against
him/her and such member is provided with an opportunity to be heard
in his/her own
defense.
9.2 Initiation of Suspension or Expulsion
Proceedings under
this Section shall be initiated by resolution of the Board or on complaint
against any
active member signed by one (1) other active member and filed with
the Secretary. On the adoption of the resolution or receipt of the
complaint, as the case
may be, the Board shall schedule the matter to be heard at the first,
regular meeting or a special meeting, of the Board. The Secretary shall
deliver to
the accused member, at least thirty (30) days prior to the date of
the hearing, a copy of the resolution or complaint, together with a
notice of the time
and place of the hearing.
9.3 Hearing
The President shall preside at such hearing
and shall read the charges against the accused active member. Such
member shall be allowed
to make a statement in his/her own behalf, cross-examine witnesses,
and call witnesses on his/her own behalf.
9.4 Determination of Hearing
The Board may, by the affirmative
vote of a majority of those present at the meeting, request the offending
active
member to resign or may suspend or expel the active member. Should
he/she decline to resign following such request, the Board shall strike
the active
member's name from the rolls.
Annual Meeting and Special Meetings of the Association
10.1 Annual Meeting
The Annual Meeting of the Association
for the purposes of electing members to the Board and the transaction
of the general business
of the Association shall be held each year in the month of May, at
a time, date, and location to be established by resolution of the Board.
The active
membership of the Association must be notified in writing of the time,
date, and location ofsuch meeting at least thirty (30) days prior,
and the Nominating
Committee must adhere to the timelines for the call for candidates
and nominating and voting procedures for new board members, as outlined
in Article Three.
10.2 Special Meetings
Special meetings of the Association
may be called at any time by the President, and must be called at any
time by the President,
or in the absence of the President, by the Vice -President or Secretary,
on the written request of a majority of the Board, or at the written
request of not less than thirty percent (30%) of the currently active
members of
the Association at the time of the request. Ten (10) days notice of
any special meeting of the Association must be given to the currently
active members
of the Association. The notice must state the purpose of the special
meeting.
10.3 Order of Business
At the Annual Meeting of the Association,
the following shall be the Order of Business:
- Roll Call
- Floor Voting for new Board Members by any active member not
voting by mail.
- Secretary's Report and Report on Results of Elections
for new Board Members.
- Report of the PCAA President.
- Other Business.
10.4 Secretary's Report
The report of the Secretary, not
presented, summarizing the actions of the Board for the preceding year
shall be distributed and
printed as an appendix to the proceedings of the meeting.
Amendments
11.1 Amendments to By-laws
These by-laws may be amended
by the affirmative vote of a majority of the Board voting at any regular
or special meeting,
provided notice of such amendment or amendments and the nature thereof
shall have been given at least thirty (30) days prior to the date of
the meeting
at which such amendment or amendments are to be presented for consideration.
Dissolution
12.1 Dissolution
This Association may be dissolved only
by the vote of a majority of the Board of Directors of the Association
or in accordance
with a valid court order.
12.2 Distribution of Assets
Upon dissolution of this Association,
any assets remaining after adequately providing for the debts and obligations
of the
Association, shall not inure directly or indirectly to the benefit
of any board member, officer, active member of the Association, or
to any individual,
but shall be distributed by the Board to an organization, fund, or
foundation which qualifies under Section 501(c)(3) of the Internal
Revenue Service Code
or any corresponding provision of any United States of America Internal
Revenue law, or to the federal government, or to a state or local government,
for
a public purpose, provided however that any such distribution shall
be for one or more exempt purposes within the meaning of Section 501
(c )(3) of
the Internal Revenue Service Code or any corresponding provision of
any United States of America Internal Revenue law.
Certification
The undersigned Secretary and President of the Association HEREBY CERTIFY
that the foregoing is the complete and updated by-laws of the Prescott College
Alumni Association as are presently in force.
IN WITNESS WHEREOF, the undersigned have executed these by-laws as of May
1999.
Allisone C. Scott
Secretary, Prescott College Alumni Association
Attest:
Jess Dods
President, Prescott College Alumni Association
PCCA Board Members Approving Updated & Revised Bylaws on March
13, 1999
Jess Dods, '70; Leanne Hanson, '92; Sturgis Robinson, '74; Becky Ruffner,
'73; Dick Hanna, '77; Tim Reed, '95; Thomas Robinson, '73; Allisone Scott,
'98
PCAA Board Members Approving Amendments to 3.3, 4.1, 5.1 and addition of
5.5 on June 25, 2000
Jess Dods, '70; Becky Ruffner, '73; Tim Reed, '95; Dick Hanna, '77;
Judy Clapp, '74; Beth Cottle, '95; Leslie Gerwin, '72; Peggy Gurnett, '74;
Chris Haydock, '73
PCAA Board Members Approving Amendment to 7.2 on June 22, 2001
Becky Ruffner, '73; Dick Hanna, '77; Allison Scott, '98; Leanne Hanson,
'92 ADP; Judy Clapp, '74; Angela Hawse, '86 RDP, '01 MAP; Leslie Gerwin,
'72; Chris Haydock, '73
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