Bylaws of the Marshall University Alumni Association

Article I      Membership 

Section 1.        Active membership in this association, as that term is herein used, shall include only members who make an annual contribution to the Marshall University Foundation, Inc. or are Life Members.

Section 2.        Honorary alumna/us of Marshall University may be conferred upon friends and benefactors of the university who never attended Marshall but whose services this association desires to recognize. Such membership shall be awarded only upon approval of the Board of Directors of this Association.

Section 3.        All members of the faculty and administrative staff and emeritus members of the faculty, as well as friends of Marshall, shall be considered associate members.

Section 4.        All honorary and associate members can become active members of the association by contributing to the Marshall University Foundation Inc. during the current fiscal year.

Section 5.        The Alumni Development Services Office will keep a roster of active members, honorary members and associate members.

 Article II     Board of Directors

 Section 1.        The Marshall University Alumni Board shall consist of the following directors:

A.        There shall be thirty (30) elected directors, each for a term of three years or until the qualification and election of the successors. Terms of directors shall be staggered so that no more than one-third, ten (10), of the offices shall expire in any one year.

1) All directors shall be nominated and elected from the active
membership of the Association. 

2) A nomination form will appear in a fall alumni publication as so
         designated by the Nomination Committee. 

3) Nominations must be received in the Alumni Office by a date designated by the Executive Committee.

4) The Nomination Committee will screen the nominations in accordance with policy developed by the Executive Committee and develop a ballot of a minimum of thirteen (13) and a maximum of twenty (20) nominees to run for the ten (10) directors’ offices, with consideration to the balance provision of paragraph 6) of this article. Nominees whose names are not placed on the ballot shall be notified of such action by the Nomination Committee prior to the mailing of the ballot to active members of the Marshall University Alumni Association. 

5) Ballots listing the new Board nominees will be sent to all active members of the Marshall University Alumni Association at least thirty (30) days prior to the annual meeting. The active members must return the ballots to the Alumni Office at least ten (10) days prior to the annual meeting. 

6) The ten (10) nominees who receive the highest number of votes will be elected as directors of the Alumni Board; however, a balance shall be maintained so that at least five (5) Board members elected each term reside outside Cabell, Wayne and Lawrence counties. No more than two (2) full time employees of Marshall University can serve as elected Board members at one time. The secretary of the Association will notify all nominees of the results of the election. 

7) The remaining nominees will be listed in order of votes received and designated as alternative directors for one (1) year. If an opening on the Board occurs during the coming year, the alternate who received the most votes will be appointed immediately by the president of the Association to serve out the unexpired term of the elected director, subject to the balance provision of paragraph 6). If there are more Board openings than available alternates, the Nomination Committee will present at least two (2) nominees with additional nominations to be accepted from the floor. The Board will decide the new member(s) by a plurality vote. 

8) No director who has held office for two (2) consecutive full terms (6 years) shall be eligible for another term for at least one (1) year. 

9) Only one member of an immediate family shall be an elected member on the Board of Directors. 

B.        The immediate past president of the Alumni Association shall automatically be a voting member of the Board of Directors, if not currently a duly elected member of the Board of Directors. The immediate past president shall serve as parliamentarian for the Board.

C.        A designee of the president of Marshall University shall be appointed annually.

D.        The president or designee of each Marshall club and constituency group recognized by the association shall be appointed annually.

E.         Two (2) full-time students of Marshall University, the president of the Marshall University Student Ambassador’s Program or designated representative, and the president of the Marshall University Student Government or designated representative, shall serve one (1) year terms.

F.         A representative from each of Marshall University’s Colleges/Schools shall be appointed annually by the respective Dean. All appointees must be MU alumni.

G.        Three (3) active members of the Association may be appointed by the president of the Association each year for a term of one year each. There shall be no residency requirements for these three members.

H.        The Vice President for Alumni Development shall serve as an ex officio member of the Board of Directors.

Section 2.        Each member of the Board shall have one vote. No elected member may also serve as an appointee or representative member of the Board.

Section 3.        The Association president shall vacate automatically the position of any member of the Board or officer of the association who is absent from three (3) consecutive meetings of the Board.

Section 4.        The terms of directors shall start at the beginning of the subsequent fiscal year and shall terminate at the conclusion of the fiscal year in which their terms expire.

Section 5.        The Board shall hold at least two (2) meetings a year at a time, date and place designated by the president. The annual business meeting of the Association will be held at the last scheduled Board meeting of the current fiscal year. A “fiscal year” runs from July 1—June 30.

Section 6.        Special meetings may be called by the president or by a quorum of Board members upon notice to each Board member stating the purpose, time, date and place of the meeting. Only matters relating to the business for which the meeting is called shall be discussed and acted upon.

Section 7.        A quorum consisting of sixteen (16) Board members shall be required to transact any business of the Board. Once a quorum is established, all transactions thereafter are deemed valid.

Section 8.        The Board of Directors shall have the authority to cause this association to be incorporated and operated under the laws of the State of West Virginia as a non-profit corporation.

Section 9.        Directors must be active members of the Marshall University Alumni Association, except the Student Directors. All Directors are expected to promote the University and the Association. Directors should serve on at least one Association committee and attend all meetings of the Board and their respective committee(s).

Section 10.      Indemnification—all officers and directors whether elected or appointed shall be held harmless from personal liability for acts taken in their official capacity.

 Article III     Officers

Section 1.        The officers of the association shall be president, 1st vice president, 2nd vice president, secretary and treasurer and Marshall University Foundation, Inc., liaison, whose terms of office shall be one year except the president who serves a two year term, and the Marshall University Foundation, Inc., liaison who serves a three year term. Officers shall be nominated by the Nomination Committee from the elected Board members who are MU alumni and elected by the Board of Directors as follows:

A.      The president, who must be a current member of the Board unless his/her term expires after serving the first year, should have served a minimum of two (2) consecutive years on the Board. All other officers must be current members of the Board and must have served a minimum of one (1) year on the Board. The Marshall University Foundation, Inc., liaison must be a current member of the board unless his/her term expires during his/her three year term. The president shall serve no more than one consecutive two-year term, except under the circumstances allowed under paragraph B pf this Article.

B.      The Nomination Committee may recommend the retention of the president for a one-year extension of the original two-year term. The recommendation for retention shall be confirmed by a two-thirds approving vote of the members of the Board of Directors in attendance at the scheduled Board meeting for election of officers. The Board of Directors’ vote on retention of the president shall take place before the vote of election of the officers. The vote on retention shall be restricted to the question of retaining the president and no other nominations for the position of president will be taken from the floor prior to the vote. If the vote of the Board of Directors does not confirm the retention of the president, the office of president shall be voted on in accordance with this Article and the current president shall not be eligible. No person shall serve more than three consecutive years as president.

C.      The Nomination Committee shall nominate a current Board member for each office.  

D.      Nominations for officers also may be made from the floor by any Board member provided the person nominated meets the qualifications for officers.

E. Officers shall be elected by secret ballot by the Board of Directors if two or more persons are nominated for a respective office. 

F. The election of officers shall be conducted at the last scheduled Board meeting for the current fiscal year.

G. Newly elected officers shall assume office at the beginning of the subsequent fiscal year.

Section 2.        The officers shall serve on the Executive Committee.

Section 3.        The duties of the officers are as follows:

A. The president shall preside at all meetings of the association or its directors, including the Executive Committee, appoint committees and serve as an ex officio member, and shall exercise all powers and perform all responsibilities delegated by the Board of Directors. The president shall submit a set of goals and plans for the coming year to the Board at its first regular meeting of the current fiscal year.

B. The 1st vice president shall perform duties as assigned by the president. The 1st vice president shall be vested with all the powers and responsibilities of the president during the absence or disability of the president.

C. The 2nd vice president shall perform duties assigned by the president.

D. The secretary shall be responsible for keeping records of votes, resolutions and proceedings for the association and its Board of Directors. The secretary shall submit these to the Executive Director’s office as soon as possible for printing and distribution to Board members at least seven (7) days prior to the next regularly scheduled meeting.

E. The treasurer shall monitor financial records of the association, assist in identifying and promoting alumni merchandise and perform other duties as assigned by the president.

F. The Marshall University Foundation, Inc., liaison is expected to attend all Foundation and MUAA Board and committee meetings; report Foundation activities and information at MUAA Board meetings; have the ability to contribute to the Foundation a challenging gift; be a spokesperson and leader on behalf of the Marshall University Foundation and MUAA; obtain or help to obtain assigned gifts; participate in the identification, evaluation, cultivation and solicitation of donors; identify and help recruit other peers to serve as the Foundation and MUAA Board members; and, perform other duties as assigned by the MUAA president.

Section 4.        If a vacancy occurs in the office of the presidency, the 1st vice president shall become president and fill out the unexpired term. If any other vacancy occurs, the president shall appoint a successor with majority approval of the Board.

Section 5.        The officers of the Association shall have the power to vote at any meeting of the Board.

Section 6.        The Vice President for Alumni Development is appointed by the University President after consultation with the Board of Directors of this Association. Although not a voting member of the Board or the association, he/she shall serve as the executive director of the association and be responsible for carrying out the programs of the association as approved by the Board of Directors, the President of the University, and the Senior Vice President for Development.  

Article IV     Committees

Section 1.        The president shall appoint from among the members of the Board and/or active members of the Association such committees as may be necessary to implement the programs of the Association.

Section 2.        Standing committees will include but are not limited to the following:

A. Executive Committee

1. The Association officers shall serve as officers of the Executive Committee in their respective capacities. 

2. The committee shall consist of the five (5) officers of the association; the immediate past president of the Association, when possible; chairperson of the Erickson Alumni Center Committee; and four (4) members to be elected by the Board of Directors from its own elected membership; the designee of the MU president serving on the Board; one of the representatives of the MU clubs serving on the Board appointed by the Association president; one of the representatives of the MU schools/colleges serving on the Board, appointed by the Association president.

3. Except for the designee of the MU president and the chairperson of the Erickson Alumni Center, members of the Executive Committee shall have served one (1) year on the Board to be eligible to serve on the Executive Committee. 

4. The committee shall meet at least four (4) times per fiscal year, at the call of its chairperson or by notice from a quorum, eight (8), of its members. 

5. A majority of the committee, eight (8), must be present in person or  electronically to constitute a quorum for the transaction of business. The affirmative vote of a majority of the committee present shall be necessary in every case. The Association’s president only votes in the event of a tie.

6. Regular minutes of the proceedings of this committee shall be kept and shall be mailed to the members of the Board within thirty (30) days following the meeting. 

7. This committee shall exercise all the powers of the Board of Directors between meetings of the Board except that it shall not disburse any unbudgeted funds of the association in excess of $5,000 between meetings of the Board without approval of the Board . Interim decisions must be ratified by the full board at its next meeting. 

8. The Vice President for Alumni Development shall serve as an exofficio member of the Executive Committee.

B. Nomination Committee 

1. The committee shall consist of no fewer than five (5) members elected by the Board at the first meeting each year. The nomination committee will elect a chairperson. Three (3) members of the nomination committee must be present to establish a quorum. 

2. The committee shall be responsible for selecting ten (10) nominees from the nominations made by the active membership as outlined in Article II, Section 1A. The committee shall also nominate officers of the Association as outlined in Article III, Section 1, the chairperson of EAC, the next nomination committee and members of the Executive Committee to be elected by the board. 

3. Members of the Nomination Committee shall not be eligible for reelection or for nomination to office unless they are nominated from the floor.

C. Erickson Alumni Center

The Chairperson should be elected by the Board at the 1st meeting of the Board each year. The Committee shall be responsible for among other things, developing policy for the center, decorating the center, and assisting the association or executive director on other matters concerning the center’s needs. The chairperson may appoint non-Board members to serve on the committee.

    Marshall University Alumni Association - One John Marshall Drive - Huntington, WV 25755
    Phone: (304) 696-2901 or (800) 682-5869 - Fax: (304)696-2299 - E-mail: alumni@marshall.edu