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Article I. Association Membership
Section 1. Definition. There are two types of Association membership: Active and Honorary.
Section 2. Active Members. Active membership in the Association shall be granted to persons who:
Section 3. Honorary Members. Honorary membership in the Association shall be granted to persons who:
Article II. Governance
Section 1. Board of Directors. The Association shall be governed by a Board of Directors, comprised of no fewer than 24, but no more than 28 voting members. The Director of Alumni Relations serves as an ex-officio, non-voting member of the Board.
Section 2. Former Members. Former members of the Board of Directors who have completed at least two terms of service and wish to stay involved in Board functions and activities shall be eligible to become Members Emeritus provided they maintain their Active membership in the Association. A majority vote of the Association Board of Directors confers lifetime Member Emeritus status. Members Emeriti contribute to Board functions and activities and participate in Board meetings in a non-voting capacity with no compensation for their services or expenses.
Section 3. Board Officers and Executive Committee. The Officers of the Association shall be a President, Vice President, Secretary, and Treasurer. These Officers comprise the Executive Committee of the Board with the Director of Alumni Relations serving as an ex-officio, non-voting member.
Section 4. Terms. Members shall hold office for three (3) years with an option to run for a second three (3) year term if so desired. After two consecutive terms, the Board Member shall step down. A waiting period of one year shall apply before a retired Board Member can be considered for re-election. Terms of office shall be staggered such that one-third (1/3) of the Board member terms expire each year.
Section 5. Vacancies. Vacancies on the Board of Directors due to any cause except completion of term shall be filled through appointment. The Nominating Committee shall provide its list of candidate names to the Executive Committee, which will appoint new members from the Nominating Committee’s list, to complete unfinished terms.
Section 6. Board Member Compensation. The members of the Board shall serve without compensation with the exception of travel expenses, such as mileage to and from the Board Meetings. This compensation is on a voluntary basis.
Section 7. Board Meetings. The Board shall meet not less than semi-annually as scheduled by the Board. A quorum shall consist of 40% of the members of the Board, one of whom shall be an Officer. A quorum can be reached via teleconference as long as one Officer is physically present.
Section 8. Absences. Any absences by a Board member of more than half the regularly scheduled Board meetings will be reviewed by the Executive Committee, discussed with the Board member and, if not resolved, referred to the full Board for decision on the member’s continued service.
Section 9. Board Member Elections. Candidates for alumni membership on the Board of Directors may be proposed by any Active member of the Association. Proposed candidates for Board membership shall submit a letter of interest, resume, and a completed application form to the Director of Alumni Relations. The Director of Alumni Relations shall validate that the candidate is an Active member of the Association, and forward all materials to the Nominating Committee. The Nominating Committee shall review all applications with the goal of reflecting the diversity of the Association’s membership, providing additional skills to the Board, and ensuring that the candidate can meet the responsibilities of Board membership. The Nominating Committee shall maintain a list of qualified available candidates.
Notices of vacancies due to the expiration of completed terms shall be published by the Director of Alumni Relations no later than February 1 on the Association pages of the Saint Francis University website and in an e-newsletter or letter sent to Active Association members no latter than February 1. All notices shall contain the procedures for submitting an application by a due date selected by the Nominating Committee in conjunction with the Director of Alumni Relations.
The Nominating Committee shall present a slate of available candidates for full terms on the Board at the April meeting of the Board of Directors, after which nominations for candidates will be closed.
The Director of Alumni Relations shall send (by June 1) the slate of candidates for membership on the Board of Directors of the Association to all Association members whose mail or e-mail addresses are on file with the Alumni Office. Association members shall submit their completed ballots by mail or electronically to the Alumni Office by midnight July 1. The Director of Alumni Relations shall total the ballots and report the results at the Annual Meeting of the Association. In the event of a tie, the Board of Directors shall vote to resolve the tie at the Association’s Annual Meeting.
Article lll. Officers
Section 1. Election and Term. The Officers of the Association shall be a President, Vice President, Secretary and Treasurer. Said Officers, elected by the Board of Directors at the first meeting following the Annual Meeting, must be members of the Board at the time of their election. They shall hold office for a term of two years and may be elected for one additional term in succession. An Officer whose board term expires before completion of the office term may continue on the board until that term is fulfilled.The Board of Directors may fill a vacancy in any of these positions for an unexpired term.
Section 2. Duties of the President and Vice President. The President shall preside at all the meetings of the Board of Directors, the Executive Committee and the Association. He/she shall be the Chief Executive Officer of the Association and have all powers and duties connected to such office, subject to the approval of the Board of Directors. In the absence of the President, the Vice President shall preside.
Section 3. Duties of the Treasurer. The Treasurer shall be responsible for reporting all expenditures and assets of the Association at each meeting of the Association and Board. Working with the Director of Alumni Relations, the Treasurer shall prepare the annual budget for submission to the Executive Committee for review. Upon review, the budget shall be forwarded to the Board of Directors for final approval.
Section 4. Duties of the Secretary. The Secretary shall record the minutes of all Board, Executive Committee and Association meetings and conduct such correspondence as the Association President and/or Director of Alumni Relations shall direct.
Article IV. Director of Alumni Relations
Section 1. Duties. The Director of Alumni Relations is appointed by the President of Saint Francis University and reports to the Director of Development. He/she serves as the liaison between the University and the Association Board of Directors and Association members. His/her duties include, but are not limited to, serving as a contact and resource for Board and Association members, coordinating activities and programs of the Association, compiling lists of alumni interested in serving as future Board members and updating the Board on University policies, strategic plan, mission, goals, and programs.
Article V. Committees
Section 1. Definition. All Board members shall serve on at least one of the following standing committees: Executive, Nominating or Membership. The Executive Committee may create ad hoc committees or special interest groups as the need arises. Committees may consist of both Board and non-Board members. The chair shall be a Board member. Board members may attend meetings of committees on which they do not serve, but only committee members may vote.
Section 2. Executive Committee. The Executive Committee is charged with ongoing leadership for the Board and for addressing matters that do not conflict with the responsibilities of the entire Board.
Section 3. Nominating Committee. The Nominating Committee is charged with collecting, reviewing and presenting candidates for membership on the Board of Directors and for Officers of the Board of Directors. The Nominating Committee maintains the list of qualified available candidates to inform the Executive Committee’s process for making vacancy appointments.
Section 4. Membership Committee. The Membership Committee is charged with increasing the membership of the Association by promoting the Association to past, present and future members. The Membership Committee’s work includes student involvement, alumni engagement and marketing matters.
Article VI. Meetings
Section 1. Order. Roberts Rules of Order shall prevail at all meetings of the Board of Directors and at the Annual Meeting of the Association.
Section 2. Annual Meeting. The Annual Meeting of the Association shall be held in Loretto, Pennsylvania during Alumni Weekend. Minutes shall be approved at the following meeting of the Board of Directors.
Article VII. Contributions
Section 1. Classes. There shall be two classes of contributing, tax-deductible membership: Annual and Life. Both annual and life contributing memberships apply to an individual alumnus/a. The contribution for married couples who are both alumni is 150% of the then-current individual contribution for both annual and life memberships.
Article VIII. Amendments to the By-Laws
Section 1. Proposition. Any Active member of the Association may propose an amendment to these By-Laws. Amendments to the By-Laws shall be submitted in writing to the Board.
Section 2. Ratification. By-Laws can be amended by a two-thirds (2/3) vote of the Board of Directors present and voting at any meeting. Amendments must then be ratified by the Active members of the Association. Ratification shall be accomplished via mail or e-mail to all Active members whose mail or e-mail addresses are on file with the Alumni Office, circulated within one month after the meeting at which the Board of Directors approved an amendment. Ratification ballots shall be returned to the Alumni Office by a deadline no later than one week prior to the following Board meeting. If ratified by a majority of those Active members voting, the By-Laws shall be deemed amended.
117 Evergreen Drive P.O. Box 600 Loretto, PA 15940