VTAA ByLaws

The Virginia Tech Alumni Association ("Association"), a nonstock corporation duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the "Code"), hereby adopts the following Bylaws of the Association which shall govern the management and operation of the Association's business and the regulation of its affairs, to the extent consistent with the Association's Articles of Incorporation ("Articles") and applicable law, and in accordance with Section 13.1-823 of the Code.

The purpose for which the Association is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the Virginia Nonstock Corporation Act, as amended from time to time.  The Association shall assist the Virginia Polytechnic Institute and State University (“University”) in developing and sustaining support for the best possible educational programs and aid in improving communication between the University and its several publics: alumni, students, parents, faculty, industry, business, the Commonwealth of Virginia and its official representatives, and the general public.  The Association will promote the University’s interests to its publics and generate and organize sound support and guidance for the University’s educational, research, and outreach programs.

The name of this organization shall be the Virginia Tech Alumni Association whose principal office is located in Holtzman Alumni Center, Blacksburg, Virginia.

Unless otherwise stated in these Bylaws, all of the terms used in these Bylaws which are defined in Section 13.1-803 of the Code shall be deemed to have the meaning set forth in such Section of the Code. 

"Alumnus" or "alumna" is defined as any former student of the

 

In accordance with Section 13.1-822 of the Code, these Bylaws shall become effective upon ratification, approval and formal adoption by the Board of Directors of the Association at its organizational meeting or any subsequent meeting.

 

4.1  Membership. The Association shall have the following classes of membership:

a. Members. Invitation for membership shall be extended to every alumnus and alumna of Virginia Polytechnic Institute and State University.

b. Associate Members. Associate membership is extended to faculty, parents, students and friends of the University. They shall have all rights and privileges with the exception of voting.

4.2  Active membership. Active Membership is achieved in each fiscal year (July 1-June 30) for the twelve months following the month in which a financial contribution is made to the University Annual Fund.

4.3  Life Membership. The Board of Directors shall be empowered to elect to Life Membership any person who warrants such distinction through outstanding service to the University or to this Association.

4.4  Membership Structure. Without in any way abridging the individual or voting privileges of members of the Association, members may be organized into class structure, college structure, or local chapter structure as may best serve the purpose of the Association and the University. 

4.5  Annual Meeting. The annual meeting of the Members of the Association shall be held at Blacksburg, Virginia, in the fall or at such other place and at such time as shall be fixed by the Board of Directors.

4.6  Special Meeting. The President or a majority of the members of the Board of Directors may call a special meeting of the Members for any purpose or purposes.  At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

4.7  Notice of Annual Meetings. The Members shall be notified either by mail or electronic communication of meetings stating the place, day, and hour of every meeting of the Members not less than ten nor more than sixty days before the date of the meeting to each member of record. Notice shall be communicated to each active Member at his or her address that appears in the records of the Association.  For any special meeting, the written notice shall state the purpose or purposes for which the meeting is called.  Further notice shall be given as may be required by law. 

4.8  Waivers of Notice of Meeting. Anything in these Bylaws or in any resolution adopted by the Board of Directors to the contrary notwithstanding, proper notice of any meeting of the membership shall be deemed to have been given to any Member if such notice shall be waived by him or her in writing (including by electronic communication or telecopier) before or after the meeting. A Member who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he or she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.9  Voting. Each Member shall be permitted to cast one vote in person, by proxy, by mail ballot, via e-mail, or any other electronic medium maintained and operated and/or contracted by the Association for the sole purpose of conducting official business of the Association in considering matters requiring action by the Members of the Association. A majority of all votes cast at any meeting shall determine any matter.

In the event that a quorum of the Association's Board of Directors cannot readily be assembled because of some catastrophic event, the Board of Directors of the Association may, consistent with Section 13.1-824 of the Code, adopt other bylaws to be effective only in such an emergency, which bylaws shall be subject to amendment or repeal by the Board of Directors, and shall provide procedures for calling a meeting of the Board of Directors, quorum requirements for the meeting, and designation of additional or substitute directors, as well as other provisions necessary for managing the Association during such emergency.  All provisions of these Bylaws consistent with such emergency bylaws shall remain effective during such emergency.  Such emergency bylaws shall not be effective after such emergency ends.  Corporate action taken in good faith in accordance with such emergency bylaws shall bind the Association and may not be used to impose liability on a director, officer, employee or agent of the Association.

Unless the Association's Articles of Incorporation provide otherwise, the Association shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, those powers enumerated in Section 13.1-826 of the Code.  In the event of an emergency as described in Article V immediately preceding, the Board of Directors shall have those emergency powers enumerated in Section 13.1-827 of the Code.

In accordance with Section 13.1-814 of the Code, the Association shall not issue shares of stock.  No dividend shall be paid and no part of the income of the Association shall be distributed to its directors or officers.

 

8.1  Number and Qualification. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors.  The Board of Directors shall consist of thirty (30) alumni elected from active membership who have demonstrated an interest in and concern for, as well as an ability to decide and address issues impacting upon, the Association’s purposes, objectives and activities, plus the President of the University, Vice President for Development and University Relations, and the Vice President for Alumni Relations.  The Directors shall have the sole voting power.  No person shall be denied membership on the Board of Directors by virtue of national origin, sex, religious affiliation, race, creed, color or profession.

The current presidents of the undergraduate class system and of the Student Alumni Associates also may be invited to attend meetings of the Board of Directors without vote.

8.2  Elections. Directors shall be elected by the active Members of the Association by majority vote during an election period of not less than 30 days nor more than 60 days.  Any appointed Director shall be eligible for election to regular three-year terms.  Any Director named between annual meetings shall serve for the unexpired term of the Director whom he or she is replacing.  Each Director shall hold office for the term for which he or she is elected and until his or her successor shall be elected and qualified.

Not later than April 1st of each year, all active Members of the Association shall be notified by mail, email, publication in the Virginia Tech Magazine or any other electronic medium maintained and operated and/or contracted by the Association for the sole purpose of conducting official business of the Association that they may nominate in writing, including by electronic communication, candidates for the Board of Directors. Nominations shall be received until June 1st of each year. The Nominating Committee of the Board of Directors will review all such nominations and recommend to the Board the names of nominees for each vacancy. The Board shall have exclusive authority to adopt or revise the list of nominees by its fall meeting and place them on an official ballot to be presented to the active membership of the Association.

The annual election shall be conducted by mailing, emailing ballots to each active Member of the Association, or publishing the ballot in the Virginia Tech Magazine or any other electronic medium maintained and operated and/or contracted by the Association for the sole purpose of conducting official business of the Association, not later than January 1st of each year. The deadline for the return of ballots shall be a date no later than March 1st of each year. The results of the election shall be tabulated and announced at the spring meeting of the Association. Ballots not marked and returned by active members of the Association shall be considered affirmative votes for published nominees.

8.3  Term.  The term of each Director shall be three (3) years, beginning on the July 1st after election and ending June 30th three (3) years later. The term of each director shall expire upon the earlier of:  (i) the expiration of his or her term, or (ii) at the third annual meeting of the Directors following the meeting at which he or she is elected, or (iii) when his or her successor shall have been duly elected and qualifies.  Despite the expiration of a Director’s term, he or she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.  Any active member of the Association shall not serve more than two successive three-year terms.   

Any board member who records absences from three Board meetings during his or her term shall automatically be dismissed from their current term.

8.4  Vacancy.  If a vacancy occurs on the Board, the President of the Association, within a reasonable period of time, shall appoint an active member to fill the unexpired term.

8.5  Honorary Directors.  The Board of Directors may elect as an Honorary Director any member of the Board who, in the opinion of the Board, has rendered exemplary and outstanding service to University and the Alumni Association. Honorary Directors so elected by the Board of Directors will become Life Members of the Alumni Association and nonvoting members of the Board of Directors.

8.6  Meetings.  The Board of Directors shall hold at least two meetings annually in the fall and spring at such times and places as may be determined by the President of the Board. The spring meeting shall include the purpose of general organization, the election of directors, the election of officers, and the designation of committees and consideration of any other business that may properly be brought before the meeting.  The President or Secretary/Treasurer shall notify all Directors in writing at least 30 days before the date of such meetings and provide an agenda relating thereto.  Notice of the spring meeting shall appear in the alumni magazine for the general membership.  If this day is a legal holiday, the Board shall meet on the first day immediately following that is not a legal holiday.  The failure to hold an annual meeting at the time stated herein shall not affect the validity of any corporate action.

8.7  Regular or Special Meeting in Addition to the Annual Meeting.  Regular or Special meetings of the Board of Directors may be called by the President or any five directors upon five days’ notice in writing to each director.

8.8  Place of Meeting.  Meetings of the Board of Directors, annual, regular or special, may be held either within or without the Commonwealth of Virginia.

8.9  Quorum and voting.  Action may be taken on a matter by the Board of Directors only at a meeting at which a quorum is present.  A quorum of the Board of Directors shall consist of sixteen (16) Directors.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors.

8.10  Conduct of Meetings.    The President shall preside over all meetings of the directors.  If he or she is not present, the Vice President or, if there be none, the Secretary/Treasurer shall preside.  If none of the officers are present, a chairman shall be elected by the meeting.  The Secretary/Treasurer of the Association shall act as secretary of the meetings if he or she is present.  If he or she is not present, the officer presiding over the meeting shall appoint a secretary of the meeting.  The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct a meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting.

8.11  Action Without a Meeting.  Any action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board.  The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this Section is effective when the last Director signs the consent unless the consent specifies a different date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.  A consent signed under this Section shall have the same effect of a meeting vote and may be described as such in any document.

 

9.1  General. The officers of the Association shall consist of a President and a Secretary/Treasurer, and, if elected by the Board of Directors in its discretion, a Vice President and/or Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors.  All officers shall be elected by the Board of Directors and shall serve from July 1st to June 30th for such compensation as may be fixed by the Board.  Any two or more offices may be held by the same person.  A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.  No officer may serve more than two one-year consecutive terms.  An elected officer will not be restricted to the two three-year consecutive term limit of a Director and may continue as a member of the Board to satisfy one or more officer term(s).

9.2  Resignation and Removal. An officer may resign at any time by delivering written notice to the Board of Directors.  A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made at a later date and the Association accepts the future effective date, it may fill the pending vacancy before the effective date if his or her successor does not take office until the effective date.  The Board of Directors may remove any officer at any time and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

9.3  Vacancies. The Board may elect any member of the Board of Directors to fill any vacancy that occurs in an office. The Secretary/Treasurer of the Association may be one person, and may be assisted by an Assistant Secretary/Treasurer.

9.4  The President. The President shall be the Chief Executive Officer and shall have active executive management of the operations of the Association, subject to the control of the Board of Directors.  The President shall preside at all meetings of the directors, discharge all the duties that devolve upon a presiding officer, see that all policies, orders and resolutions of the Board of Directors are carried out and perform such other duties as these Bylaws or the Board of Directors may prescribe.  The President shall be an ex officio member of all committees of the Board of Directors.

9.5  The Secretary/Treasurer. The Vice President for Alumni Relations shall serve as the Association’s Secretary/Treasurer.  The Secretary/Treasurer shall attend all meetings of the Board of Directors, and shall have the responsibility for preparing and maintaining custody of minutes of the meetings and for authenticating records of the Association.  The Secretary/Treasurer shall keep or cause to be kept in an archive provided for the purpose a true and complete record of the proceedings of all meetings.  The Secretary/Treasurer shall be custodian of the records and the seal of the Association and shall see that the seal is affixed to all documents, the execution of which on behalf of the Association under its seal have been duly authorized.  The Secretary/Treasurer shall attend to the giving of all notices and shall perform such other duties as these Bylaws or the Board of Directors may prescribe. The Secretary/Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Association, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.

9.6  The Vice President. The Vice President, if any, shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.  This officer also shall serve as President-Elect fulfilling the successive term after the President has completed his/her term.

9.7   Transfer of Authority. In case of the absence of any officer of the Association or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that office to any other officer or to any other director or employee of the Association.

10.1  General. There shall be several standing committees of the Alumni Association: the Executive Committee, the Awards and Nominations Committee, the Alumni Chapters Committee, and the Alumni Constituencies Committee, Alumni Services and Communications Committee, Legislative Advocacy Committee, and Student Programs Committee. Other committees may be created or abolished by the Board of Directors as may be necessary for the best conduct of its business.

10.2  The Executive Committee. The Executive Committee shall conduct all affairs of the Association as necessary between meetings of the Board of Directors, such actions subject to review by the Board of Directors at its next meeting. The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer, Immediate Past President, and no more than three (3) other members of the Association elected by the Board, and  each shall serve from July 1st through June 30th each year. The Committee shall oversee all budgetary and financial matters associated with managing the Alumni Association, as well as its short- and long-range planning activities.

10.3  The Awards and Nominations Committee. The Awards and Nominations Committee shall submit nominees for Board membership and offices at appropriate regularly scheduled meetings of the Board of Directors, as defined in Articles VII and VIII.  The committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

10.4  The Alumni Chapters Committee. The Alumni Chapters Committee shall oversee the development of a national and international network of alumni chapters to engage alumni in the life of the university on a geographic basis.  The Alumni Chapters Committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

10.5  The Alumni Constituencies Committee. The Alumni Constituencies Committee shall oversee the development of programs serving alumni on the basis of their affiliations by reunion class, academic college or department, student organization, and/or similar group membership.  The Alumni Constituencies Committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

10.6  The Alumni Services and Communications Committee. The Alumni Services and Communications Committee shall oversee the various services and affinity partner programs that serve alumni and provide annual royalty revenue.  The committee also oversees the communications program of the Association, including but not limited to, print mail, Virginia Tech Magazine Alumni Association section, electronic communications, website and social network presence.  The Alumni Services and Communications Committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

10.7  The Legislative Advocacy Committee. The Legislative Advocacy Committee shall oversee the organized advocacy activities by alumni to influence resources and policies that are favorable to assisting the university at both the state and Federal government levels.  The committee shall also coordinate a legislative advocacy day at the Virginia General Assembly including alumni and current student volunteers.  The Legislative Advocacy Committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

10.8  The Student Programs Committee. The Student Programs Committee shall oversee the advising and programs of the Student Alumni Associates and the Class Officer leadership of the undergraduate Class system.  The Student Programs Committee shall be composed of at least three members appointed by the President and shall serve from July 1st through June 30th each year.

The annual budget shall be recommended to the Executive Committee of the Board of Directors by the Vice President for Alumni Relations, and following approval, the Board of Directors shall recommend approval to the University. The budget will then be reviewed by the Executive Vice President and Chief Business Officer of the University and presented to a joint committee of the Association and Virginia Tech Foundation, each consisting of two representatives. Final authority for budget approval shall rest with this committee and the University administration.

NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS

All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Association; all deeds, mortgages, and other written contracts and agreements to which the Association shall be a party; and all assignments or endorsements of registered bonds or other securities owed by the Association, shall be signed by such officers as the Board may from time to time direct.  The Board of Directors may authorize any one of its officers to sign any of such instruments, for and on behalf of the Association, without necessity of countersignature; may designate officers or employees of the Association, other than those named above, who may, in the name of the Association, sign such instruments; and may authorize the use of facsimile signatures of any of such persons.

Any contract or other transaction between the Association and one or more of its directors, or between the Association and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Association and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which they are not interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Association that acts upon, or in reference to, the contract or transaction, and notwithstanding his, her, or their participation in the action, if the fact of such interest be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification.  This section shall be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.

The corporate seal shall be in such form as shall be approved by the Board of Directors.

The fiscal year of the Association shall be determined by the Board of Directors in its discretion, subject to applicable law.

These Bylaws may be amended or repealed by the majority vote of the directors at a meeting at which a majority of the directors then in office are present.

Any action taken or authorized by the Board of Directors which would be inconsistent with the Bylaws then in effect, but is taken or authorized by the affirmative vote of not less than the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized.

*Dated: April 2013

Courtesy of Alumni Relations Webpage 

 

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