Babson College
Alumni Association Bylaws
Red = 1998 changes
Blue = 1999 changes
(Parenthesis) = deletion
ARTICLE I - NAME AND PURPOSE
Section l. Name. The name of this organization shall be the Babson College Alumni
Association (hereinafter referred to as the Association).
Section 2. Purpose. The purpose of the Association shall be to develop among its
members a sense of commitment to Babson College and to promote the spirit of fellowship
and beneficial relations.
ARTICLE II - MEMBERSHIP
Section 1. Composition.
The Association shall consist of Members, Honorary Members, and Associate Members.
a. Members. Members shall be any former undergraduate or graduate students of Babson
College who have completed at least one semester or completed at least four courses,
provided that any such persons are not enrolled as undergraduate students at Babson
College or as graduate students unless they have previously qualified as Members. Members
shall have all rights and privileges of membership in the Association.
b. Honorary Members. Honorary Members shall be persons who are not Members, and
who are selected by the Board of Directors of the Association because of an outstanding
interest in Babson College. Honorary Members may be nominated by any member of the
Board of Directors of the Association or by the president of Babson College. They shall have
all rights and privileges of Membership in the Association except the right to vote and to
hold office.
c. Associate Members. Associate Members shall be persons selected by the Board of
Directors of the Association who are not Members, including current undergraduate students
and graduate students who have not previously qualified as Members, and who have
attended Babson College for less than one semester, or who have attended any summer
session, special course, or program given by Babson College. Associate Members may be
selected individually or by designation as part of a group, such as the graduates of a
particular program. They shall have all rights and privileges of Membership in the
Association except the right to vote and to hold office.
Section 2. Rights and Privileges. Except as otherwise provided, all Members shall have
the right to vote; to hold office; to receive written notices of annual and special meetings;
to receive written reports, ballots, and publications distributed to Members of the
Association; and to receive notice of and the opportunity to participate in all alumni
programs.
ARTICLE III - OFFICERS
Section 1. Composition. The officers of the Association shall be a president, one or more
vice presidents as deemed necessary, a clerk, and a treasurer.
Section 2. Qualifications. The officers shall be Members of the Association and shall have
served on the Board of Directors.
Section 3. Terms of Office. The president, the vice president(s), the treasurer, and the
clerk shall be elected by the Members of the Association to serve a term of one year or until
their successors are elected. No Member shall be eligible to serve in the same office for
more than two consecutive terms with the exception of the treasurer. Elected officers shall
take office on the first day of the fiscal year following their election.
Section 4. Duties. Each officer shall attend meetings of the Board of Directors and shall
perform the duties prescribed herein, incidental to the office, delegated by the president,
and prescribed by the Board of Directors.
a. President. The president shall chair all meetings of the Association, the Board
of Directors, and the Executive Committee; and shall maintain liaison with the
Director of Alumni Relations and the chairman of the Board of Trustees of Babson
College.
b. Vice President. A vice president as selected by the Executive Committee, shall serve as
acting president in the event of the absence or disability of the president.
c. Clerk. The clerk shall:
(1) record and keep minutes of the meetings of the Association, the Board of Directors, and
the Executive Committee;
(2) cause the mailing of such notices, reports, ballots, and publications as may be required
or permitted herein; and
(3) keep the archives and any other records of the Association.
d. Treasurer. The treasurer shall be responsible for all funds and assets of the Association
under the direction of the Executive Committee. With approval of the Board of Directors, the
treasurer may place all or part of the funds and assets of the Association with the treasurer
of Babson College and/or its investment management service. The treasurer shall render a
report at least once each year to the Association and the Board of Directors, and more often
as directed by the Board.
Section 5. Removal from Office. Any officer who fails to meet the duties of his/her
office may be removed from office by two-thirds vote, with notice, of the remaining
Members of the Board of Directors.
Section 6. Vacancies. Any vacancy in the position of an officer may be filled by a majority
vote of the Board of Directors upon candidate(s) proposed by the Nominating Committee.
Any officer may apply for a leave of absence. Any such temporary vacancy may be filled by
the Executive Committee.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Composition. The Board of Directors shall consist of the officers of the
Association and six to nine elected directors.
a. Ex-officio Members. Chairs of working committees who are not otherwise
members of the Board of Directors shall be ex-officio members of the Board of
Directors without vote. Past presidents may serve as ex-officio members without
vote.
b. Student Representatives. Students of Babson College may be appointed by the
president of the Association to serve as members of the Board of Directors without vote.
c. Associate Directors. Associate Directors may be appointed by the Executive Committee
to serve as members of the Board of Directors without vote.
Section 2. Elected Directors. Each year two to three directors shall be elected by the
Members of the Association to serve a term of three years or until their successors are
elected. No member shall be eligible to serve as an elected director for more than two
consecutive full three-year terms. Elected directors shall take office on the first day of
the fiscal year following their election.
a. Qualifications. Elected directors shall be Members of the Association.
b. Removal from Office. Any director who fails to meet the duties of office may be
removed from office by two-thirds vote, with notice, of the remaining members of the Board
of Directors.
c. Vacancies. Any vacancy on the Board of Directors may be filled by a majority vote of the
Board of Directors upon candidate(s) proposed by the Nominating Committee. Any director
may apply for a leave of absence. Any such temporary vacancy may be filled by the
Executive Committee.
Section 3. Powers and Duties. The Board of Directors shall be the governing body of
the Association and shall be charged with the general management of the Association.
Members of the Board of Directors shall attend meetings of the Board of Directors, shall
serve as chairs or other members of committees, and shall volunteer their time in the
management of the affairs of the Association.
Section 4. Regular Meetings. There shall be at least three regular meetings of the Board
of Directors each fiscal year at such time and place as shall be determined by the Executive
Committee. Notice of regular meetings of the Board of Directors shall be given at least
fifteen days prior to the date of the meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by
the president of the Association or shall be called at the request of at least five members of
the Board of Directors.
a. Notice. Notice of special meetings of the Board of Directors shall be given at
least ten days prior to the date of the meeting.
b. Restriction. Only the business in the call of the special meeting shall be transacted.
Section 6. Action without a Meeting. Any action which may be taken at a meeting of
the Board of Directors may be taken without a meeting provided that all members of the
Board of Directors shall be notified, provided that votes shall be submitted in writing and
received by a specified date, and provided that at least the number which constitutes a
quorum shall respond. Such action shall be treated for all purposes as a vote at a
meeting.
ARTICLE V - EXECUTIVE COMMITTEE
Section 1. Establishment and Composition. An Executive Committee may be
established by the president and shall consist of the officers of the Association and other
Members of the Association as the president deems necessary.
Section 2. Powers. The Executive Committee shall be the guiding committee of the
Association and shall have all the powers of the Board of Directors between meetings of the
Board of Directors. Any action of the Executive Committee shall be subject to review by the
Board of Directors.
Section 3. Meetings. Meetings of the Executive Committee may be called by the president
of the Association or shall be called at the request of at least three members of the
Executive Committee
ARTICLE VI - NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. The Nominating Committee shall consist of seven
members of the Association appointed by the president. The chair of the Nominating
Committee shall be appointed by the president to serve for one year. No person shall serve
as chair for more than two consecutive years. Any vacancy on the Nominating Committee
may be filled by the president for the unexpired term.
Section 2. Slate. The Nominating Committee shall prepare a slate for the annual election
of candidates for election by the members of the Association in the following manner:
a. One candidate each for the office of president, treasurer, and clerk.
b. One or more candidates for the office of vice president.
c. One or more candidates for each vacant position on the Board of Directors.
Section 3. Report. The Nominating Committee shall present its slate to the Board of
Directors in sufficient time to complete the election prior to the Annual Meeting of the
Association.
Section 4. Ballot. The ballot shall be presented to the membership prior to the end of the
current fiscal year.
a. Biographical data for each candidate and instructions for voting shall be
included with the ballot.
b. There shall be a provision on the ballot for write-in candidates.
Section 5. Annual Election. The annual election shall be by the Members of the
Association and shall be conducted by mail or other appropriate means as determined by
the Board of Directors prior to the close of the fiscal year. A plurality shall elect; in the
event of a tie, decision shall be by lot drawn by a disinterested person.
a. Results. The results of the election shall be presented to the membership by
mail or other appropriate means as determined by the Board of Directors as soon
as possible following election, and those candidates declared elected shall take
office on the first day of the fiscal year following election.
b. Recount. A recount may be requested by petition by any 25 Members of the Association
provided that such request shall be received by the clerk within 10 days following the
presentation of the results of the election.
c. Dispute. Any dispute concerning the election shall be brought to the attention of the
Board of Directors within thirty days following the election and shall be decided by the Board
of Directors in office at that time excluding officers and directors who are candidates in the
disputed election.
d. Ballots. Ballots may be destroyed thirty-one days following the election provided that
any recount or dispute has been resolved or the ballot results went uncontested.
ARTICLE VII - WORKING COMMITTEES
Section 1. Establishment. Committees may be established by the president as he/she
considers necessary to carry out the business of the Association. Such committees shall be
known as working committees.
Section 2. Composition. Working committees shall consist of one or more members of the
Association appointed by the president of the Association.a. Chairs. Chairs of working
committees shall be members of the Association appointed by the president of the
Association. Chairs of working committees who are not otherwise members of the Board of
Directors shall be ex-officio members of the Board of Directors without vote.b. Students.
Students of Babson College may be appointed by the president of the Association to serve
as members of working committees without vote.
Section 3. Authority. No working committee shall take any action in the name of the
Association without approval of the Board of Directors.
Section 4. Meetings. Meetings of working committees may be called by the chair of the
working committee, the president of the Association, or the Board of Directors.
Section 5. Action Without a Meeting. Any action which may be taken at a meeting of a
working committee may be taken without a meeting provided that all members of the
working committee shall be notified, provided that votes shall be submitted in writing and
received by a specified date, and provided that at least the number which constitutes a
quorum shall respond. Such action shall be treated for all purposes as a vote at a meeting.
ARTICLE VIII - MEETINGS OF THE ASSOCIATION
Section 1. Regular Meetings. There shall be at least one regular meeting of the
Association each fiscal year which shall be the Annual Meeting held at such time and place
as shall be determined by the Board of Directors. Notice of regular meetings of the
Association shall be given at least thirty days prior to the date of the meeting.
Section 2. Annual Report. In lieu of the Annual Meeting of the Association, the Board of
Directors may (publish) present an Annual Report (in any) to the Alumni Association,
presented in a manner determined appropriate by the Board of Directors.
Section 3. Special Meetings. Special meetings of the Association may be called by the
president, or may be called at the written request of at least fifty Members of the
Association within thirty days of such request.
a. Place. Special meetings of the Association shall be held at Babson College.
b. Notice. Notice of special meetings of the Association shall be given at least thirty days
prior to the date of the meeting and shall state the purpose for which the meeting is called.
c. Restriction. Only the business in the call of the special meeting shall be transacted.
ARTICLE IX - ALUMNI REPRESENTATIVES AND GROUPS
Section 1. Alumni Organizations. The president may establish alumni representatives,
agents, and organizations with reasonable rules, not inconsistent with these Bylaws, for the
governance of any such organization. The charter or other governance of any such
organization shall be subject to amendment or revocation by the Board of Directors at any
time
ARTICLE X - ASSETS
Section 1. Controls. Assets of the Association shall be managed by the treasurer of the
Association and shall be subject to independent audit upon request of the Board of
Directors.
Section 2. Use of Assets. None of the net income of the Association shall ensure to the
benefit of any Members of the Association or other individual. Upon dissolution of the
Association, all of the assets shall be transferred and vested in Babson College or any
successor. The Association shall not appropriate funds for the influence of legislation or for
political campaigns, and the Association and the officers of the Association shall not engage
in any activity which would disqualify the Association as an exempt organization under the
Internal Revenue Code of the United States.
ARTICLE XI - PROCEDURES
Section 1. Fiscal Year. The fiscal year of the Association shall be from July 1 to June 30 of
each year.
Section 2. Parliamentary Procedure.
a. Parliamentarian. The president of the Association may appoint a
parliamentarian to serve the Association and to interpret all questions of
parliamentary law.
b. Authority. The current edition of Robert's Rules of Order, newly revised, shall be the
parliamentary authority of the Association.
Section 3. Amendment.
a. Proposal. Amendments to these Bylaws may be proposed by the Board of
Directors, or by written petition signed by at least twenty-five Members of the
Association, or by the Director of Alumni Relations of Babson College.
b. Adoption. These Bylaws may be amended by (mail) ballot by a majority vote of returned
ballots of the Members of the Association provided that the amendment shall first be
approved by a two-thirds vote, with previous notice, of the Board of Directors.
ARTICLE XII - ALUMNI TRUSTEE(S)
Section 1. Alumni Trustee(s). So long as there shall be one or more Alumni Trustee
representatives on the Babson College Board of Trustees, each year the Alumni Association
shall elect one or more Alumni Trustees from its Members to serve on the Board of Trustees
of the College. The selection of one or more candidates shall be made by a Nominating
Committee appointed to propose one or more candidates for the Alumni Trustee position to
the College's Committee on Members. The purpose of the Alumni Trustee shall be to
represent the ideas and positions of the Alumni Association to the Board of Trustees of the
College.
Section 2. Nominating Committee. The Nominating Committee for the Alumni Trustee
shall be as similarly provided in Article VI, Section 6 of these Bylaws.
Section 3. Selection Process. Nominees for the position of Alumni Trustee shall be
solicited from appropriate constituencies including but not limited to the Alumni Office, the
Alumni Association Board, and/or other Babson College administrators or staff or members
of the Babson College community. The chair of the Nominating Committee shall file the
committee's report to the Chair of the Babson College Committee on Members for
consideration of the proposed nominee(s) on or before a date required by the Committee on
Members.Upon approval of the nominee(s) by the Committee on Members, the chair of the
Nominating Committee shall report said appointed Alumni Trustee(s) to the Alumni
Association at its next regular meeting.
ARTICLE XIII - ALUMNI COUNCIL
Section 1. Composition. The Alumni Council shall consist of Members of the Alumni
Association selected by the Board of Directors who serve in a volunteer capacity for Babson
College, exclusive of the Executive Committee and Board of Directors.
Section 2. Qualifications. Members of the Alumni Council shall be Members of the Alumni
Association, selected as in Section 1 above, who elect to fulfill the powers and duties of the
Alumni Council.
Section 3. Powers and Duties. The Alumni Council shall be sought for advise and
guidance on the strategic direction of and issues regarding the Alumni Association.
Section 4. Meetings. The Alumni Council shall meet at least once a year. Notice of the
date and location of meetings shall be given at least thirty days prior to the date of the
meeting.