WEST VIRGINIA UNIVERSITY
NAME, PURPOSE, AND LOCATION
Section 1: NAME
This organization shall be known as the WEST VIRGINIA UNIVERSITY (WVU) HONORS ALUMNI SOCIETY, (hereinafter called the "Society").
Section 2: PURPOSE
The objects of the Society shall be to fulfill the purposes set forth in the By-Laws of the Society, to-wit:
(A)The principal purposes of the Society shall be to foster and enhance educational opportunities for the students of the WVU Honors College, through the seeking of grants and/or contributions to the said school or any separate and distinct educational department or division thereof, to enable it or them to meet the expenses of education and provide a higher quality of education to students of WVU.
(B)Bring together alumni and friends of the WVU Honors College through a variety of means.
(C)The purposes for which the Society is organized shall be confined to those that are strictly scientific, educational and charitable.
(D)The Society shall not engage nor shall any of its funding efforts be used for participation in or intervention in (including the publishing or distributing of statements) any political campaign on behalf of any candidates for public office.
Section 3: PLACE OF BUSINESS
Business may be conducted at any place convenient to such directors or officers as may be participating. The official address of the organization shall be:c/o WVU Honors College West Virginia University P.O. Box 6635 Morgantown, WV 26506-6635
Section 1: ORGANIZATION
For the purposes of administering its affairs and serving the needs of the membership, the Society shall be organized on a national basis. The principal office of the Society is to be located in the city of Morgantown, in the State of West Virginia, Monongalia County.
Section 2: MEMBERSHIP
Section 2.1: Alumni Members Defined
The Society Membership body (Alumni Members) shall be comprised of graduates of the WVU Honors College. Eligible individuals shall become Members, with all of the rights and privileges granted therein, upon submission of a response form.
Section 2.2: Associate Members Defined
WVU Faculty and Staff, parents of current and former WVU Honors College students, and friends of the WVU Honors College are entitled to become Associate Members in the Society.
Section 2.3: Honorary Members Defined
Honorary Members shall be persons of distinction associated with the WVU Honors College and shall be elected by the Board of Directors.
Section 2.4: Privileges of Various Members
- Alumni Members shall have the right to vote and to run for office. Associate Members and Honorary Members shall not have the right to vote or to run for office. The Alumni Members of the Society shall be convened at least once yearly to elect Board of Directors members and to be appraised of general information related to the Society. No quorum will be necessary for meetings of the Alumni Members.
- Basic control of the Society resides with the Alumni Members and shall be manifested through the election of the Board of Directors, through the approval and disapproval of amendments to this document, and through approval or disapproval of other issues brought before the Alumni Members.
- Alumni Members shall be regularly appraised of the activities of the Board of Directors and can individually bring issues to the attention of the Board of Directors.
Section 2.5: Responsibilities of Alumni Members
The Alumni Members are responsible for guiding the actions of the Board of Directors, and ultimately for ensuring that the missions of the Society are achieved.
Section 3: BOARD OF DIRECTORS
Section 3.1: Composition of the Board of Directors
The Board of Directors will be comprised of ten (10) members (nine (9) voting and one (1) ex officio, non-voting) and will include the following:
(A)Eight (8) Alumni of the WVU Honors College selected by the Alumni membership and appointed for two-year staggered terms (with four members appointed or re-appointed each year following the initial appointments);
(B)The Director of the WVU Honors College, ex officio, voting; and C. The Assistant to the Director of the WVU Honors College, ex officio, non-voting. Section 3.2: Powers of the Board of Directors The Board of Directors shall have authority to manage the affairs and exercise the powers, privileges and franchises of the Society as they deem expedient for the interests of the Society.
Section 3.3: Meetings of the Board of Directors
The Board of Directors may provide for and schedule regular meetings and hold them without notice as often and at such times as the Board of Directors may designate. Meetings may be convened in person or by any available means of communication including but not limited to conference calls and videoconferences. Special meetings may be called by the President of the Board of Directors or by a majority of the Board of Directors with at least one day's notice given to each Director in person or by mail to his last known address. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 3.4: Quorum of the Board of Directors
A quorum of the Board of Directors shall consist of a simple majority of the members then in office.
Section 3.5: Voting by the Board of Directors
At each meeting of the Board of Directors, each Director shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such Director and bearing date not more than eleven (11) months prior to said meeting, unless said instrument provides definitely for a longer period.
Section 4: BOARD OF ADVISORS
Section 4.1: Purpose of the Board of Advisors
The purpose of the Board of Advisors is to help the Society achieve its mission, by providing continuity, support, and guidance for the Board of Directors.
Section 4.2: Composition of the Board of Advisors
The Board of Advisors shall be composed of six (6) members:
(A)Two (2) Faculty members who have taught at least one course designated by the Honors College as an Honors course in the past year to be selected by the Alumni Membership for two-year staggered terms;
(B)Two (2) Student members who are current members in good standing of the WVU Honors College to be selected by the Alumni Membership for one-year terms;
(C)Two (2) Friends of the WVU Honors College who have demonstrated support for the WVU Honors College and its students to be selected by the Alumni Membership for two-year staggered terms.
Section 4.3: Obligations of the Board of Advisors
Not less than once a year, the Board of Advisors shall meet with the Board of Directors to advise the Board of Directors.
Section 1: ELECTION
The officers shall be nominated and elected from the Members of the Board of Directors for the first term of the Society by the Board of Directors at the first meeting of the Board of Directors and by the Alumni Members at all other times thereafter, or at such other times as the Board of Directors may determine. The officers of the Society shall be President, Vice President, Secretary and Treasurer plus any other officers as may be designated by the Board of Directors. Officers shall hold office for a nominal period of one (1) year or until successors are elected. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the whole Board of Directors. No officer shall hold the same office for more than three (3) consecutive years.
Section 2: PRESIDENT
The President shall be the Chief Executive Officer of the Society and shall preside at all meetings of the Board of Directors. He/she shall enforce the rules and By-Laws of the Society, nominate committee and subcommittee chairmen for confirmation by the Board of Directors and serve as ex-officio member of all committees and subcommittees.
Section 3: VICE PRESIDENT
The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President.
Section 4: SECRETARY
The Secretary shall be responsible for keeping all documents and records of the Society including but not limited to recording minutes of all meetings of the Board of Directors. In the absence of the Secretary at meetings, the President shall appoint a temporary secretary to record the minutes.
Section 5: TREASURER
The Treasurer shall maintain the financial records of the Society. The Treasurer shall receive all money and deposit said money in an account in the name of the Society approved by the Board of Directors. And, shall disburse all monies as have been approved by the Board of Directors and are due and payable. In addition, the Treasurer shall prepare and present a financial report for each meeting of the Board of Directors. The Treasurer may be the same person as the Secretary.
Section 6: EXECUTIVE COMMITTEE
There shall be an Executive Committee composed of the officers of the Society. The Executive Committee shall meet at the call of the President or any two officers to conduct the affairs of the Society between meetings of the Board of Directors. All action taken by the Executive Committee shall be subject to ratification by the Board of Directors. Two members of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee. Official action of the executive committee may also be conducted by electronic communication from remote locations.
Section 7: COMMITTEES
Except as otherwise stated in these By-Laws, the President shall appoint the members and designate the Chairperson of Standing and other committees. The Chairperson of each Standing Committee must be a member of the Board of Directors, but the committee members may be selected from the membership or the community at-large. Where no Director is available or willing to serve as Chairperson, the Board of Directors may waive this requirement and the President may designate a chairperson from the membership.
Section 8: STANDING COMMITTEES
(A)Finance Committee: There shall be a Finance Committee whose responsibilities shall include fact finding for the Board of Directors on matters relating to the financial administration of the Society, and preparation of the Annual Budget for presentation to the Board of Directors.
(B)Public Information Committee: There shall be a Public Information Committee whose responsibilities shall include planning a program to gain understanding and acceptance of the Society by the community, benefactors and prospective benefactors.
Section 9: SPECIAL COMMITTEES
Special Committees may be appointed by the President with the concurrence of the Board of Directors for such tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which created and appointed, and shall have no power to act except such as is specifically conferred by action of the Board of Directors. Upon completion of the task for which appointed, such special committee shall stand discharged.
ANNUAL STATEMENT OF ACCOUNTS
The Board of Directors shall present at each annual meeting a full, clear and detailed statement of the business and condition of the Society duly audited as appropriate by a certified public accountant designated by vote of the Board of Directors.
Section 1: FISCAL YEAR
The fiscal year of the Society shall end on the 30th day of June each year.
Section 2: NOTICES
Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these By-Laws may be waived by the person entitled thereto.
Section 3: CONTRIBUTIONS
All contributions given for the benefit of the Society shall be deposited in the appropriate accounts of the WVU Foundation, Inc.
ORDER OF BUSINESS
At all regular meetings of the Board of Directors, the regular order of business shall be:
- Call to Order
- Committee Reports
- Old Business
- New Business
- Set Date of Next Meeting
Robert's Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by other specific rules of procedure adopted by the Board of Directors of the Society.
APPROVAL The foregoing By-Laws, after having been read article by article, were adopted by the Board of Directors and certified, as amended, by the Board of Directors at the meeting held on the ___th day of April, 2000.