Constitution

Preamble

This Constitution of the Indiana University Media School Alumni Association (hereinafter referred to as the “Association”) reflects the Constitution as amended through Oct. 23, 2004.

Article I

Definition of Terms

Section 1. The Association, as defined in the Preamble, consists of dues paying graduates, former students, and friends of the Indiana University Media School (hereinafter referred to as the “School”). The Association will be organized as a constituent society under the Bylaws and Articles of Incorporation of the national Indiana University Alumni Association, Inc., an Indiana not-for-profit corporation (hereinafter referred to as the “IUAA”).

Section 2. The term “Board” shall refer to the Board of Directors of the Association. The Board will be elected or appointed according to the procedures set forth either in this Constitution or in any bylaws to this Constitution that may be adopted by the Association.

Section 3. The term “Director” shall refer to a member of the Board for the Association.

Section 4. The term “Officers” shall refer to the President, Vice President, Secretary/Treasurer, Past President, and Executive Council Representative of the Association.

Section 5. The term “IUAA Executive Council” shall refer to the elected officers and council members who establish policies for the IUAA.

Procedures

Section 1. Name. The name of this organization shall be the Indiana University Media School Alumni Association.

Section 2.Purpose. The Association’s mission is to support the School in its continued pursuit of excellence by enhancing the academic experience for students and strengthening relationships with alumni. To support those endeavors, members pledge their service to: advise the dean and school administrators on developments in their fields that can be used to shape curriculum; create and provide effective programming for alumni, including awards to recognize achievement in their fields; mentor students and assist with the School’s recruitment efforts; and to further the social and charitable interests of the School and its graduates.

Section 3.Location. The principal office of the Association shall be in The Media School, Franklin Hall, 601 East Kirkwood Ave., Bloomington, Indiana 47405-1223.

Section 4. Fiscal Year. The fiscal year of the Association shall be the same as the fiscal year of the IUAA, which is July 1 through June 30.

Section 5.General Meetings and Notice. The Board will hold no fewer than two (2) general meetings each year. The President, accompanying 30 days prior notice to the Directors, will designate the time, date and location for any general meeting.

Section 6. Dues. Dues shall cover membership in both the IUAA and the Association. The IUAA Board of Managers has the sole authority for determining the dues structure.

Article III

Board of Directors

Section 1. Eligibility.

Any dues paying member of the Association shall be eligible to serve on the Board. The Board shall consist of:

1. Active Members include graduates of the Media School or its predecessors as well as former students who have received 15 or more credit hours from the School or its predecessors. Active members have paid IUAA dues for the current year or are life members of the IUAA. An active member is entitled to one (1) vote on all matters brought before the Association. Members are expected to be active participants in the biannual board meetings, either in person or via the phone, Skype or other means.
2. Ex Officio Members include the Dean of the School, persons designated by the Dean of the School, a representative of the IUAA staff and student representatives. Ex Officio members are entitled to participate in all undertakings of the Association and are not required to pay dues. An ex officio member is not entitled to vote on matters brought before the Association or hold office.
3. Honorary Membership may be conferred upon individuals in recognition of their achievements in their fields upon recommendation of the Board. Honorary members are entitled to participate in all undertakings of the Association and are not required to pay dues. An honorary member is not entitled to vote on matters brought before the Association or hold office.

Section 2. Board.

All affairs of the Association shall be conducted by a Board consisting of the following:

1. The Officers of the Association.
2. A minimum of 20 active members of the Association elected by the Board.
3. The Dean of the School, the IUAA staff representative and other ex officio members as designated by the Board or the Dean.
4. A minimum of two (2) Board designated student representatives.
5. Honorary members as designated by the Board.
6. Should the conduct of an officer or Board member be deemed dishonorable to the reputation of the School and to Indiana University, the member can be removed from the board by a two-thirds vote by other members. The motion for removal can be made at a regular meeting or through an emergency vote via email. Once the motion is made and seconded at a regular meeting, the board must vote for removal with a two-third majority of those in attendance. If a motion is made and seconded over email, a vote must commence within 72 hours, as called by the president or vice president. An email vote for removal must be two-thirds of all current members.

Section 3. Term of Office.

Each Director is elected to a three-year term on the Board. Directors are recommended by the Nominating Committee and are elected by a majority vote of the quorum. In the event that a Director cannot complete his or her term, the Board may select a successor to complete the balance of the term, or the Board may select a successor to a new term. Directors may serve consecutive terms; however, directors can serve no more than two consecutive three-year terms or elected officer.

Section 4. Responsibilities.

The Board is empowered to transact business on behalf of the Association. The Board will advise the IUAA Executive Council (“Council”) through its appointed member to that Council about matters pertaining to the Association.

Article IV

Officers

Section 1. Eligibility. Any active member of the Association shall be eligible to hold any office.

Section 2. Officers. The Officers shall consist of a President, Vice President, Secretary/Treasurer, Past President, and Executive Council Representative.

Section 3. Term of Office. The President, Vice President and Secretary/Treasurer shall serve a two-year term or until his or her successor is elected and qualified. The Executive Council Representative is elected to a three-year term. Officers are elected by a majority vote of the quorum. In the event an officer leaves the Board before filling or completing his or her term, the Board shall appoint a replacement from its current membership to complete the term. The member chosen to fill the vacant post will remain eligible to serve an additional two-year term after completing the unfilled term.

Section 4. Responsibilities. The responsibilities of the Officers are those usually associated with their respective offices.

1. The President shall preside at all meetings of the Board and is responsible for the general oversight of the Association. The President shall appoint and serve as an ex officio member of all Board committees.
2. The Vice President shall assist the President with all Board activities; preside in the absence of the President; serve as PresidentElect; and chair the Nominating Committee of the Board.
3. The Secretary/Treasurer shall record and keep the minutes of all Board meetings;
4. complete correspondence pertaining to the duties of the office; shall authorize disbursements; and submit reports to the Board.
5. The Past President shall assist and advise the other officers about their duties; serve on committees; and chair the Distinguished Alumni Award Committee.
6. The Executive Council Representative shall represent the School on the IUAA Executive Council.

Article V

Elections and Voting

Section 1. Nominating Committee. A Nominating Committee of the Board shall name candidates for Directors and Officers, and is chaired by the Past President. Each year the President, with the consent of the Board, shall appoint a Nominating Committee to consist of not fewer than three (3) nor more than five (5) members of the Board. The Nominating Committee will present a slate of candidates for consideration to the Board.

Section 2. Elections. Elections for Directors may be conducted during any of the general business meetings of the Association. Officers shall be elected during the fall meeting of the Board. Those elected shall take office at the conclusion of the meeting.

Section 3. Quorum. Two-thirds (2/3) of the voting members of the Board shall constitute a quorum at any meeting of the Association. A majority vote of the quorum shall be sufficient to approve any action coming before the Association.

Section 4. Proxy. In the event a Director wishes to vote on a matter before the Association and is unable to attend the business meeting, he or she may present his or her vote by proxy to any Officer prior to the meeting. The vote will be counted in the final tally on voting matters.

Section 5. Voting by Electronic Means. Any action that may be taken at a regular Board meeting may be taken without a meeting if a majority of Board members consent in writing. Such consent may be in electronic form and shall have the same force and effect as at a regularly called meeting of the Board.

Article VI

Miscellaneous

Section 1. Rules of Order. The rules of parliamentary procedure in Robert’s Rules of Order shall be the authority of all meetings of the Association in all cases in which such rules are applicable, and in which they are not inconsistent with this Constitution.

Section 2. Amendments. This Constitution may be amended by a majority vote of the quorum.

Section 3. Bylaws. The Association may adopt bylaws by a majority vote of the quorum. Any bylaw may be amended or repealed by passing a bylaw to that effect.

Section 4. Prohibitive Activities. The Association shall not engage in any political campaign activities, nor shall it engage in any impermissible lobbying activities as defined either under the terms of Section 501 (c) (3) of the Internal Revenue Code or the regulations promulgated thereunder, or in any other activities that may endanger the tax-exempt status the Indiana University Alumni Association enjoys under both the laws of the State of Indiana and the laws of the federal government that govern not-for-profit corporations.

Section 5. Adoption. This document shall be in full force and effect after adoption by a majority vote of the quorum.