Draft April 6, 2014

North Carolina A&T State University

Alumni Association, Incorporated



















Constitution and Bylaws


For May 9, 2014


NORTH CAROLINA A&T STATE UNIVERSITY ALUMNI ASSOCIATION, INC. Page 2

CONSTITUTION AND BYLAWS
OF THE
NORTH CAROLINA AGRICULTURAL AND TECHNICAL STATE UNIVERSITY
ALUMNI ASSOCIATION, INCORPORATED

ARTICLE I NAME

The name of the corporation shall be the North Carolina Agricultural and Technical State University
Alumni Association, Incorporated; hereafter referred to as the Association.

ARTICLE II MISSION AND GOAL

SECTION I. MISSION. The mission of the Association is to cultivate loyalty, promote tradition, and
foster mutually beneficial lifelong relationships between the University, Alumni, students, and friends
of the Aggie family.

SECTION 2. GOAL. The goal of the Association shall be to provide means by which individuals and
groups may join in a united effort to ensure the future growth and development of the University.

ARTICLE III DEFINITIONS

A. Alumni shall be defined as any graduates of North Carolina Agricultural and Technical State
University; any certificate holder or person who attended the University for a minimum period
of one quarter/semester and is not presently enrolled at the University in an undergraduate
program.
B. Alumni Chapter shall be defined as a group of ten or more members organized and chartered
by the Association.
C. Association shall mean the North Carolina Agricultural and Technical State University Alumni
Association, Incorporated of North Carolina Agricultural and Technical State University.
D. Board shall mean the Board of Directors of the North Carolina Agricultural and Technical State
University Alumni Association, Incorporated.
E. Bylaws shall mean this Constitution and Bylaws.
F. Ex-officio members shall mean persons serving by virtue of the office held who shall not be
entitled to vote.
G. Member shall mean a person who pays membership dues to the Association on an annual
basis.
H. University shall mean North Carolina Agricultural and Technical State University.


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ARTICLE IV MEMBERSHIP

SECTION 1. The Association shall have three classifications of Members as follows:
A. ALUMNI MEMBER. An Alumni Member shall be an Alumni of the University.
B. ASSOCIATE MEMBER. An Associate Member shall be any individuals who wish to participate in
Association activities. Associate Members are entitled to the same benefits as other members
except holding elected positions in the Association.
C. HONORARY MEMBERS. Honorary Members shall consist of those elected to such status by the
Association in recognition of outstanding and meritorious services to the University, the
Association, the State of North Carolina, or the United States of America. The names of
Honorary Members must be proposed by members of the Association or Board. A resolution
honoring a person as an Honorary Member must be passed by majority vote of the Board.
Honorary member(s) are not required to pay dues.
SECTION 2. Each member of the Association shall pay annual dues as may be prescribed from time to
time by the Board and which shall be renewable on a fiscal year cycle.

SECTION 3. Only Members who are Alumni of the University shall be eligible to serve in any elected
positions on the Board.

SECTION 4. Membership in the Association shall be available without regard to race, color, ethnicity,
gender, sexual orientation, religion, or creed.

ARTICLE V REGIONS

SECTION 1. Regions shall consist of geographic areas as defined below:
A. Northeast Region shall consist of the following states: Connecticut, Delaware, Maine,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and
Vermont.
B. Mideast Region shall consist of the following states: Maryland, Virginia, West Virginia, and the
District of Columbia.
C. North Carolina Region shall consist of the state of North Carolina.
D. Southeast Region shall consist of the following states: Alabama, Arkansas, Florida, Georgia,
Mississippi, South Carolina, and Tennessee.
E. Midwest Region shall consist of the following states: Illinois, Indiana, Iowa, Kansas, Kentucky,
Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin.
F. Western Region shall consist of the following states: Alaska, Arizona, California, Colorado,
Hawaii, Idaho, Louisiana, Montana, Nevada, New Mexico, Oklahoma, Oregon, Texas, Utah,
Washington, and Wyoming.
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SECTION 2. Additional geographic regions shall be established outside the continental United States as
designated by the Board.

SECTION 3. Chapter members in each Region shall elect a Regional Director, Associate Regional
Director, Regional Secretary, and Regional Treasurer and all other regional officers as deemed
appropriate. The Regional Director shall serve on the Board and shall not serve concurrently as an
Alumni Chapter president.

SECTION 4. Each Region shall formulate and operate under regional bylaws so long as such regional
bylaws are not in conflict with the Bylaws of the Association.

SECTION 5. FINANCIAL ASSESSMENT. All Alumni Chapters in each Region shall be assessed Annual
Regional Dues to cover regional administrative expenses. The Annual Regional Dues will be determined
by each Region.

ARTICLE VI ALUMNI CHAPTERS

SECTION 1. An Alumni Chapter will formulate and operate under local bylaws so long as such bylaws
are not in direct conflict with the Bylaws of the Association.

SECTION 2. FORMING A NEW ALUMNI CHAPTER. Ten or more persons meeting the criteria of a
Member of the Association living in an area where no chapter exists, and seeking to establish an
Alumni Chapter shall apply to the Executive Committee of the Association (as defined in Article XI).

A. Application. The application shall contain, at a minimum, the geographic area in which the
chapter will function, the proposed name of the Alumni Chapter, and the names of the
proposed charter members.
B. Temporary Charter. If the application is approved by the Executive Committee, a one-year
Temporary Charter will be granted provided the applicant Alumni Chapter certifies that during
the year of formation: officers will be elected; bylaws will be drafted; at least six meetings will
be held and the minutes forwarded to the Association; and goals and objectives will be
established and reported to the Association along with a copy of the chapter proposed bylaws.
C. Permanent Charter. A Permanent Charter will be granted after all of the conditions outlined in
Article VI Section 2(B) have been met.
D. Instituting a New Alumni Chapter. A new Alumni Chapter shall be instituted within 60 days
after the date the Permanent Charter is authorized by the Executive Committee. The Chair
shall appoint an Officer or Board member of the Association to institute the new Alumni
Chapter and install its officers.

An Alumni Chapter shall be declared active if it meets all the conditions outlined in Article VI, and
whose charter has not been surrendered, revoked or suspended.

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SECTION 3. INACTIVE ALUMNI CHAPTER. An Alumni Chapter shall be declared inactive if it falls
into one or more of the following conditions:
A. Charter Surrender. An Alumni Chapters charter shall be surrendered only after a
proposition to surrender the charter has been made at a regular meeting of said Alumni
Chapter at least four weeks before such vote is taken and due notice has been given in
writing to all members of the Alumni Chapter. No charter shall be surrendered by an Alumni
Chapter so long as 10 members demand its continuance.
B. Charter Revocation. The charter of an Alumni Chapter having less than ten members on its
roll at the beginning of the fiscal year, upon recommendation of the Board, shall be revoked
by the Executive Committee.
C. Charter Suspension. The Association Chair shall suspend the charter of an Alumni Chapter
for a period of 30, 60, or 90 days, for violation of the Bylaws of the Association; violation of
civil or criminal laws at the federal or state levels in which the Alumni Chapter is located; or
for refusal to comply with the lawful direction of the Executive Committee or the Board
when meeting in session as a corporate body. The Chair, when taking such action shall
notify all members of the Board within 72 hours after notice of suspension is sent to the
Alumni Chapter president. The notice of suspension will state the specific reason(s) for the
action and given specific action(s) to be taken by the Alumni Chapter in order to have the
suspension nullified. Such action is subject to ratification by the Board at the next regularly
scheduled meeting.
D. Charter Restoration. An Alumni Chapter whose charter has been surrendered, revoked, or
suspended may be reactivated, with its original name, upon approval of the Executive
Committee provided the Alumni Chapter corrects the root causes of its charter having been
surrendered, revoked, or suspended and furnish ample proof of such corrective action to
the Executive Committee as required.

ARTICLE VII CONSTITUENT ORGANIZATIONS

SECTION 1. A Constituent Organization shall be comprised of Alumni. The goal of such organization
shall be to seek to further the educational, social, and charitable interest of the University and of the
Association.

SECTION 2. Each Constituent Organization may establish programs and activities, and adopt bylaws
consistent with their objectives provided, so long as such bylaws are not in conflict with the Bylaws of
the Association.

SECTION 3. Each Constituent Organization shall provide a statement of Indemnification to the Association. The
Association shall be indemnified against all expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon it in connection with any proceedings to which it may be a party, or in
which it becomes involved, by reason of its affiliation with a Constituent Organization.

SECTION 4. TYPES. There are two types of Constituent Organizations: School or College-Based
Societies and Special Interest Groups.

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A. School or College-Based Societies. School or College-Based Societies are any bona fide
constituent groups organized by the alumni of a college or school; representing the entire
alumni of the college or school of the University; and sanctioned by the administration of the
college or school.
B. Special Interest Groups. Special Interest Groups may be organized by any group that has a
common affinity related to their University experience. These groups may include alumni of
student organizations, communities of practice and/or corporate/industry specific groups.

SECTION 5. FORMING AN ASSOCIATION CONSTITUENT ORGANIZATION. Each Constituent
Organization that desires to affiliate with the Association must complete an application.

A. Application. The application shall contain, at a minimum, the proposed name of Constituent
Organization, officers of the organization, goals, objectives, and bylaws.
B. Issuance of Membership Certificate. Upon receiving such an application, the Executive
Committee will determine that the criteria have been met and inform the Constituent
Organization of the decision pertaining to the application. A Constituent Organization
Membership Certificate will be presented to the Constituent Organization. The Constituent
Organization will upon receipt of the certificate become eligible to participate in the affairs of
the Association as provided by the provisions of the Bylaws of the Association.

SECTION 6. SEVERANCE OF AFFILIATION. A Constituent Organization may sever its affiliation with the
Association by notifying the Executive Committee of its decision to sever ties or the Association may
sever its affiliation with any Constituent Organization by notifying the Constituent Organization not
later than 60 days prior to the end of the fiscal year in which such a decision is made. The Association
may revoke or suspend its affiliation with a Constituent Organization for failure to comply with
established operational policies and procedures.

ARTICLE VIII ORGANIZATIONAL STRUCTURE

SECTION 1. BOARD OF DIRECTORS. The Members of the Association shall be represented in the
management of the affairs of the Association by a Board of Directors. All seats on the Board shall be
numbered 1 through 22. Initially, the even numbered seated will be elected for a full three-year term.
The odd-numbered seats will be elected for two years. This will prevent all Board seats from becoming
vacant at the same time thus ensuring an overlap of experience among the Board members.
Thereafter, all persons elected will be for three-year terms. Each Board Member shall serve on at least
one standing committee of the Association. The president of the student alumni association at the
University shall be a student representative serving as a special liaison on the Association Board.

SECTION 2. The Board shall consist of 22 members composed as follows:

Seat 1 Chair (at-large member)
Seat 2 Vice Chair (at-large member)
Seat 3 Secretary (at-large member)
Seat 4 Treasurer (at-large member)
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Seat 5 Parliamentarian (at-large member)
Seat 6 At-large member
Seat 7 At-large member
Seat 8 At-large member
Seat 9 Northeast Region Director
Seat 10 Mideast Region Director
Seat 11 North Carolina Region Director
Seat 12 Southeast Region Director
Seat 13 Midwest Region Director
Seat 14 Western Region Director
Seat 15 Universitys Vice Chancellor of Student Affairs or his/her designee
Seat 16 Universitys Board of Trustees member
Seat 17 Universitys Board of Visitors member
Seat 18 Aggie Athletic Foundation Board member
Seat 19 Chancellor or his/her designee
Seat 20 Chancellor or his/her designee
Seat 21 Immediate Past Chair
Seat 22 Associate Vice Chancellor of Alumni Affairs/Executive Director

SECTION 3. NOMINATIONS. Members may nominate candidates for at-large positions on the Board
provided that the submission (1) contains the name and biography of their proposed candidate, (2)
bears the candidates signed consent, and (3) is submitted in writing to the Nominating Committee
chair a minimum of 60 days prior to the Annual Meeting.

SECTION 4. ELECTIONS. Nominating Committee should present a slate of at-large candidates to the
Board at its meeting prior to the Annual Meeting. The Board shall elect members to the Board of
Directors and the Board shall elect officers from the slate of at-large candidates.

SECTION 5. INSTALLMENT. These elected Board members shall be presented to the Membership at
the Annual Meeting with full voting rights and all privileges of members of the Board.

SECTION 6. TERM. No member of the Board shall serve more than two consecutive terms, exception
being the Executive Director and the Chancellor or his designee.

SECTION 7. REMOVAL. The Board, by affirmative vote of the two-thirds of the members present at any
meeting may suspend, expel or remove any member of the Board when, (1) it is in the best interest of
the Association; (2) who shall be in default in the payment of dues to the Association or; (3) if any
officer or Board member absent from two consecutive meetings, unless such absence is excused by the
Board for good and sufficient cause.
SECTION 8. VACANCIES. With the exception of vacancies occurring in the offices of the Chair, the Board
shall have authority to elect all other Officers of the Association to serve on an interim basis in cases
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where such offices become vacant. All officers elected by the Board pursuant to this section shall serve
in the office or position for the unexpired term.

ARTICLE IX OFFICERS

SECTION 1. OFFICERS. The elected officers of the Association shall be the Chair, Vice Chair, Secretary,
Treasurer, and Parliamentarian and the non-elected officers shall be the Immediate Past Chair, and
Associate Vice Chancellor of Alumni Affairs as the Executive Director.

A. CHAIR. The Chair shall preside at the Annual Meeting and over all meetings of the Board, the
Executive Committee and any Special Meetings of the Association. He/she shall work with the
Executive Director to see that the program or work is carried out as approved by the Board.
The Chair shall be the Chief Executive Officer of the Association, and perform such other
duties as usually pertain to the office of Chair including executing legal documents on behalf of
the Association. The Chair shall serve as ex-officio member of all committees of the Board
without the right to vote. All appointed officers serve at the pleasure of the Chair.
B. VICE CHAIR. The Vice Chair of the Board shall assist the Chair in carrying out the programs and
activities of the Association. The Vice Chair shall serve in the absence of the Chair with the
same powers and duties as the Chair. In the event of resignation, permanent incapacitation, or
death of the Chair, the Vice Chair shall automatically become Chair for the unexpired term.
C. SECRETARY. The Secretary shall be responsible for maintaining the permanent minutes of all
official meetings of the Association; serve on the Executive Committee, and perform such other
duties as are common to the office.
D. TREASURER. The Treasurer shall be bonded and shall receive and disburse all funds of the
Association under the direction of the Board. The Treasurer shall verify the deposit of
Association funds in a bank approved by the Board, and shall present a financial report at the
Association Annual Meeting and other times as requested.
E. PARLIAMENTARIAN. The Parliamentarian shall: have a thorough working knowledge of
parliamentary procedure based on Roberts Rules of Order (latest edition); interpret proper
parliamentary procedure in accordance with the Bylaws of the Association; and advise the
Board on points of order.
F. IMMEDIATE PAST CHAIR. The Immediate Past Chair shall serve as an ex-officio member of the
Board with full voting rights and privileges.
G. EXECUTIVE DIRECTOR. The Executive Director is the Associate Vice Chancellor for Alumni
Affairs, a University employee, and shall serve as the Chief Operating Officer of the
Association and serve as an ex-officio member of the Board with full voting rights and
privileges. The Executive Director shall be charged with responsibility for the day-to-day
operations of the Association and its principal office. He/she shall implement directives of the
Board in accordance with the Universitys policies and procedures and shall support the mission
and goals of the Association. As long as the Executive Director of the University is assigned to
serve the Association, in the event that a conflict exists between directives from the University
and the Association, the Executive Director shall notify the University and the Association for
their resolution of the conflict.

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ARTICLE X ASSOCIATION MEETINGS

SECTION 1. ANNUAL MEETING. The Association shall meet annually with the date and location being
set by the Board. All Members shall be eligible to participate in the Annual Meeting. All actions taken
by the Board shall be reported to the Membership at the Annual Meeting.

SECTION 2. QUARTERLY AND SPECIAL MEETINGS. The Board shall meet quarterly as a minimum and
special meetings may be called by the Chair or called on a quorum of a simple majority of the members
of the Board. Actions taken by the Board shall be reported to the Association at the first Annual
Meeting following such actions.

SECTION 3. EXECUTIVE COMMITTEE. The Executive Committee shall meet between meetings of the
Board on the call of the Chair. A meeting of the Executive Committee shall further be called on a
simple majority vote of members of the Executive Committee.

SECTION 4. ATTENDANCE BY TELEPHONE OR OTHER ELECTRONIC MEDIUM. One or more Board
members may participate in any regular or special meeting of the Board or of a committee of the
Board by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a meeting in this manner by
a Board member shall be considered to be attendance in person for all purposes under these Bylaws.

ARTICLE XI COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the elected officers
and the chairpersons of the Standing Committees. The Executive Committee shall have full authority
of the Board and any action taken by the Executive Committee shall be reported at the next meeting of
the Board. The actions of the Executive Committee are subject to the approval of the full Board unless
a prior directive has been issued by the Board.

SECTION 2. STANDING COMMITTEES. The Standing Committees of the Association will be the basic
working entities of the Board. Following elections, the Chair shall appoint the chairperson of each
Standing Committee. Each committee shall consist of the number of members deemed necessary to
carry out the duties and responsibilities of the respective committee. The Standing Committees duties
and responsibilities are:

A. Audit Committee: The Audit Committee shall be responsible for overseeing audit operations
and circumstances which include reviewing and evaluating external and internal audits of the
Association.
B. Budget and Finance Committee: The Budget and Finance Committee shall be responsible for
recommending programs and activities regarding the overall management and disbursement of
the Association funds, and for investing monies within the guidelines established by the Board.
C. Constitution and Bylaws Committee: The Constitution and Bylaws Committee shall be
responsible for receiving and evaluating recommendations for changes in the Constitution and
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Bylaws, and presenting revisions and amendments to the Constitution and Bylaws. It is also
responsible for reviewing other Association governing documents.
D. Nominating Committee: The Nominating Committee shall be responsible for vetting
candidates eligibility for Board membership and preparing a slate of candidates to the
Board for election.
E. Program Planning and Development Committee: The Program Planning and
Development Committee shall be responsible for formulating, proposing, and
overseeing approved corporate programs and involvement that will stimulate, foster a
variety of programs, and provide wide participation of alumni in the work of the
Association. Such proposal will include, but are not limited to, class reunion,
homecoming, alumni awards, etc.
F. Resource Development Committee: The Resource Development Committee shall be
responsible for formulating plans to increase the membership of the Association, developing
membership programs, developing plan to increase and expand fundraising, especially for the
National Alumni scholars, and developing plans to increase alumni giving on a continuous base.

SECTION 3. SPECIAL/AD HOC COMMITTEES. Special/Ad Hoc Committees shall be appointed by the
Chair as required.

ARTICLE XII COMPENSATION AND REIMBURSEMENTS

SECTION 1. COMPENSATION. No member of the Board shall receive compensation for service or work
performed in an officially elected or appointed position of the Association, or any of its subordinate
units, without prior approval from the Board. This provision does not preclude the Association from
entering into a contract with a Member for a bona fide service which that member or business does on
a professional or business basis.

SECTION 2. REIMBURSEMENTS. Members of the Association, performing service or work for the
Association in positions for which they are elected or appointed, may be reimbursed for direct out-of-
pocket expenses incurred as a result of such service or work. Reimbursable expenditures and the
respective rates for such must be recommended by the Budget and Finance Committee and approved
by the Board. The Treasurer will prepare and disseminate to the Board at each quarterly meeting a list
of expenditures for the preceding four months. The list will include name of payee, purpose of
expenditures and amount. Expenses of the Executive Director are

ARTICLE XIII FISCAL MATTERS

SECTION 1. FISCAL YEAR. The Fiscal Year of the Association shall be July 1 through June 30.

SECTION 2. DUES. The Annual Dues of the Association shall be determined from time to time by the
Board.



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ARTICLE XIV QUORUM

A Quorum for the Annual Meeting will be those Members, who attend the Annual Meeting. For the
Board, the Executive Committee, and all Standing, Special or Ad Hoc Committees, a quorum will be a
majority of the membership of the respective committee present at such meetings.


ARTICLE XV AMENDMENTS

Proposals for Amendments to the Bylaws shall be made by the Executive Committee, the Board, any
Member, Active Alumni Chapter, Region, or Constituent Organization. All proposals shall be sent to
the Board at least 90 days before the Annual Meeting. Once approved by the Board, the proposed
Amendments shall be immediately posted on the Association website and shall be emailed and/or
published in any official Association communication (electronic or print) at least 30 days prior to the
Annual Meeting in which the Amendment is presented for vote. No part of this Constitution and
Bylaws shall be amended or annulled except by the method herein described.

ARTICLE XVI PARLIAMENTARY PRACTICES

The rules contained in Roberts Rules of Order shall be used as a guideline for the Association in all
cases to which they are applicable, and in which they are not inconsistent with the Constitution and
Bylaws of the Association.

ARTICLE XVII DISSOLUTION

In the event of dissolution of this Association, after payment of debts, any remaining assets of the
Association which are not held by the Association for the benefit of specific purposes shall be
distributed, transferred and paid over to the University or to such other organization, or association or
institutions organized and operated exclusively for scientific, educational and charitable purposes that
qualify for tax exemption under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended,
and that the Board selects. Should the distribution be made to more than one organization,
association or institution, the Board shall determine the proportionate share of each organization,
association or institution.

ARTICLE XVIII INDEMNIFICATION

The Board, subject to the exception set forth below, shall be indemnified by the Association against all
expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceedings to which he/she may be a party, or in which he/she may become
involved, by reason of his/her being or having been a Board member or Officer of the Association,
whether or not he/she is a Board member or Officer at the time such expenses are incurred, except in
such case wherein the Board member or Officer is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that, in the event of any claim for
reimbursement or indemnification hereunder based upon a settlement by the Board member or
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Officer seeking such reimbursement or indemnification, the indemnification herein shall only apply if
the Board approves such settlement and reimbursement as being in the best interest of the
Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other
rights to which such Board member or Officer may be entitled.

Adopted: