Adopted November 1996
(Amended 2007)
(Amended November 2015)
(Amended November 2019)
Alumni Association Constitution & By-Laws (Printable)
CONSTITUTION
Name and Interpretation
1.01 Name
The name of the organization herein constituted shall be The Alumni Association of The University of Windsor and shall be hereinafter referred to as the "Association."
1.02 Definitions
In this Constitution and in all Bylaws of the Association, unless the context otherwise requires:
(a) "alumni" includes alumnae;
(b) "Bylaw" means any Bylaw of the Association from time to time in force and effect;
(c) "Board" means the Board of Directors of the Association;
(d) "University" means the University of Windsor and its Federated and Affiliated Colleges;
(e) "Secretary" means the Director of Alumni Relations & Advancement or his or her designate.
Head Office
2.01 Head Office
The head office of the Association shall be the Alumni Relations and Advancement Office, the University of Windsor, 401 Sunset Avenue, Windsor, Ontario, N9B 3P4, or in such other location as the directors may from time to time by resolution fix.
3.01 Mission
Through our service to the University of Windsor, we add value to the lives of alumni and students.
In partnership with others and with the active involvement of alumni and friends, we foster pride and the enhancement of the University’s reputation through communication, celebration of success, and the development of lifelong relationships with graduates, past, present and future.
3.02 Objectives
- To foster the students’ seamless entry into the alumni association
- To communicate with alumni and friends
- To add significant value to lives of students and alumni by fostering mutually beneficial support systems amongst alumni
- To create and maintain a physical presence for the alumni association
- To assist the university in achieving levels of excellence in academic, corporate and government efforts
- To promote pride and prestige of identity
- To build an alumni chapter organization in Canada and internationally
Membership
4.01 Members
Membership in the Association shall consist of regular, associate and honorary members.
4.02 Regular Members
(a) Any person who has received from the Senate of the University a degree, diploma, or certificate in a certified program of one year or more;
(b) Any person who was a member of the Assumption Alumni Association, any former student of Assumption College or University who was in attendance for at least one year in a registered program or who has successfully completed five courses through part-time studies.
4.03 Associate Members
(a) Any past or present academic staff member of the University not included in Article 4.02 who has been so designated by the Board of Directors.
(b) Any friend of the University who has contributed in any way to the welfare of the Association or the University and who is so designated by the Board of Directors.
4.04 Honorary Members
(a) Any person who has received an honorary degree from the University;
(b) Any person, upon whom the Board confers honorary membership as a signal honour for unusual contribution to the Association or the University;
(c) The status of Honorary Member shall be granted for the lifetime of the honorary member.
Annual and Special General Meetings
5.01 Annual Meeting
The annual meeting of members shall be held at such time and on such day in each year and at such place as the Board may from time to time determine for the purpose of receiving the annual and other reports, electing directors to the Board, and for the transaction of such other business as may properly be brought before the meeting; each consecutive annual meeting shall be held within a ten- to fourteen-month period immediately following the preceding annual meeting.
5.02 Special General Meeting
A special general meeting of members shall be held at such time and place as the Board may determine:
(a) upon resolution of the Board; or
(b) upon written requisition of fifty (50) members of the Association delivered to the Secretary of the Association and such requisition shall set out the business proposed to be transacted at such special general meeting.
5.03 Notice of Meeting
Notice of the annual or of a special general meeting of members shall be given at least twenty-eight (28) days prior to the date on which the meeting is to be held by placing such notice online or in print. The notice shall set out the place, day and hour of the meeting and in the case of a special general meeting shall set out the business to be transacted at it. A special general meeting shall be called for a time not later than ninety (90) days after the Secretary received the requisition referred to in Section 5.02(b).
5.03a Members Entitled to Notice of Meeting
All members of the Association shall be entitled to notice of the meeting.
5.04 Right to Vote
At any meeting of members, all regular members appearing in person shall be entitled to one (1) vote.
5.05 Quorum
At any annual or special general meeting of members, regular members appearing in person shall constitute a quorum for the transaction of business as follows: 8 members for an annual and 20 for a special meeting.
5.06 Chair of the Meeting
The President, or in his/her absence the President-Elect, shall be the chair of any annual or special general meeting of the members. In the absence of both the President and the President-Elect, the Past President or any other officer of the Association shall be designated as chair of the meeting. The Secretary of the Association shall be the secretary of any meeting of members, but if the Secretary of the Association is not present, the chair of the meeting shall appoint some person to act as secretary of the meeting.
5.07 Voting Procedure
At any meeting of the members, every question shall, unless otherwise required by the Constitution or Bylaws of the Association, be decided by the majority of the votes duly cast on the question. In the case of an equality of votes at any meeting of members whether upon a show of hands or upon a poll, the chair of the meeting shall be entitled to a second or casting vote.
5.08 Show of Hands
Every question submitted to a meeting of members shall be decided by a show of hands unless a ballot ("poll") thereon be required by the chair or be demanded by any member present. After a show of hands has been taken upon any question, the chair may require, or any member present may demand a poll thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon be required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceedings in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the question. A demand for a poll may be withdrawn at any time prior to the taking of the poll.
5.09 Polls
If a poll be required by the chair of the meeting or be duly demanded by any member and the demand be not withdrawn, a poll upon the question shall be taken in such manner as the chair in his/her discretion shall direct. The chair shall allow sufficient time to enable all the members at the meeting to cast their ballots and after a sufficient amount of time has elapsed, he shall declare the poll closed and thereafter no ballot shall be allowed to be cast. The result of the poll shall be the decision of the members upon the question. The votes are to be counted by the Secretary or his/her designate.
5.10 Elections
The procedure for nominations and elections is set forth in Article 9 hereof.
5.11 Adjournment
At any meeting of members where a quorum is present, the chair of the meeting may adjourn the meeting from time to time and from place to place subject to such conditions as the meeting may decide. At any meeting of members where a quorum is not present, the chair of the meeting may adjourn the meeting to such time on such day within sixty (60) days thereof as the chair of the meeting may decide, and if a quorum is not present at such reconvened meeting, such meeting shall automatically be dissolved.
5.12 Minutes
The Secretary shall cause minutes to be taken of the proceedings at every annual or special general meeting of the Association and the minutes of the previous annual or special general meeting shall be read and approved or amended by the regular members who are present at the following annual or special general meeting.
Board of Directors
6.01 Duties
The affairs of the Association shall be managed by its Board of Directors. Without restricting the generality of the foregoing, the Board shall:
(a) consider and establish Association policy;
(b) make recommendations to the President and Vice-Chancellor of the University concerning the appointment of the Director of Alumni Relations, and with the President and Vice-Chancellor establish the definition and scope of the Director of Alumni Relations' duties in connection with the Association as set out in the specific Bylaws.
(c) initiate, consider, adopt, defer or reject projects;
(d) act as the official spokesperson of the Association to the University.
6.02 Composition
The Board shall consist of:
(A) Regular Voting Members:
(a) 17 Directors to be elected by the membership at the annual meeting from the members of the Association. Of the 17, up to two paid University of Windsor employees, who are regular members, are allowed on the board at any given time; and
(b) Past-President;
(c) Ex-Officio Non-Voting Members:
(d) The President of the University, or his/her designate;
(e) The Principal of Assumption University;
(f) The Principal of Canterbury College;
(g) The Principal of Iona College;
(h) One student representative appointed by the Student Alliance of the University of Windsor;
(i) One representative, Graduate Student Society (GSS);
(j) One representative, Organization of Part time University Students (OPUS);
(k) One faculty representative, appointed by the Dean’s Council.
(C) The Director of Alumni Relations shall be an ex-officio non-voting member of the Board and of every committee thereof.
(D) Voting Appointees:
(a) Alumni representative on the Senate
(b) Alumni representatives on the Board of Governors
6.03 Quorum
One third of the Voting Members of the Board of which one-half shall be members elected under 6.02 A(a) shall constitute a quorum for the transaction of business at all meetings of the Board. Notwithstanding vacancies, the remaining Voting Members of the Board may exercise all the powers of the Board so long as a quorum of the Board remains in office.
6.04 Qualifications
No person shall be elected a Director or appointed to fill any of the executive positions, if vacant, unless that person is a member of the Association.
6.05 Vacancies
Vacancies on the Board may be filled for the remainder of that Director's term of office from among the regular members of the Association, either by the members at a general meeting called for the purpose or by the remaining directors if constituting a quorum; otherwise such vacancies shall be filled at the next annual meeting of the Association at which Directors for the ensuing year are elected. This section does not apply to vacancies occurring with respect to the positions described in Clause B (a through f).
6.06 Term of Board Members
Each Director shall hold office for a term of two (2) years, and shall be eligible for re-election for two further 2-year terms. After a lapse of one (1) year, a retired director may be re-elected to serve a further three terms. The Board has the power to remove a member by a two-thirds (2/3) vote.
6.07 Calling of Meetings
Meetings of the Board shall be called and held from time to time at such place, at such time, and on such day as the President or any six (6) members of the Board or the Board may determine, and the Secretary shall call meetings when so directed or authorized. Notice of every meeting so called shall be given in writing to each member of the Board not less than seven (7) days before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the voting Members of the Board are present or, if absent, waive in writing, notice of or otherwise signify their consent in writing to the holding of such meeting.
6.08 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting.
6.09 Number of Meetings
The Board shall meet a minimum of three (3) times each year.
6.10 Place of Meeting
Meetings of the Board are to be held at any place as may be designated in the notice calling the meeting.
6.11 Chair
The President, or in his/her absence the President-Elect, or in his/her absence the Past-President, shall be chair of any duly constituted meeting of the Board. If no such officer be present, the voting Members of the Board shall choose one of their number to be chair. The Secretary of the Association shall be the secretary of any meeting of the Board but if the Secretary of the Association is not present, the chair of the meeting shall appoint some person to act as secretary of the meeting.
6.12 Voting
At all meetings of the Board, every question to be decided by the Board shall be decided upon by a majority of the votes of its members cast on the question. All members of the Board described in Section 6.02A and 6.02D, shall have the right to vote. Any member may request a recorded vote and it shall be granted by the Chair. In the case of equality of votes, the Chair shall be entitled to a second or casting vote.
6.13 Committees
The Board may appoint such committees and may appoint the Chair and members thereof as it deems necessary to carry out the affairs of the Association. Such committees shall be responsible to the Board, and the Board shall establish their terms of reference, duties, powers and duration by a resolution or by Bylaw. The Board in each year shall establish those standing committees as it deems necessary from time to time.
6.14 Protection of Directors and Officers
No Director or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipts or other act for conformity, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight in his/her part, or for any other loss, damage, or misfortune whatever which shall be deposited, or for any loss occasioned by any error of judgment, oversight, or negligence in his/her part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto unless the same shall happen through his/her own dishonesty. See Appendix "A".
Officers
7.01 Election of Executive
The Executive of the Association shall consist of the Past-President, President, President-Elect and Treasurer with an appointed Secretary. The length of term of the President and President-Elect shall be two years. The length of term for the Treasurer shall be two years, renewable for a second term.
A nominating committee designated by the Executive shall present to the Board for its approval, prior to the Annual meeting, the name of the individual for the executive office to be filled.
7.02 Appointment of Other Officers
From time to time the Board may appoint such other officers as the Board may determine.
7.03 President
The President shall exercise general supervision over all activities of the Association and shall be a member ex-officio of all committees. He shall act as chair of all annual and special general meetings of members of the Association and shall preside at the meetings of the Board. In the absence of, or at the direction of the President, the President-Elect shall assume the duties of the President pro tem. The President shall perform such duties as required by resolution of the Board, the Bylaws of the Association and by this Constitution.
7.04 President-Elect
The President-Elect shall perform such duties and exercise such powers as the Board may prescribe.
7.05 Other Officers
The duties of all other Officers of the Association shall be such as the Board requires of them.
7.06 The Director of Alumni Relations and Advancement (Secretary)
The Director of Alumni Relations and Advancement shall be appointed by the Board of Governors of the University in consultation with the Board of Directors. The Director of Alumni Relations and Advancement shall be the Secretary of the Association and shall ensure the efficient operation of the programs of the Association, its clubs and chapters and its committees. The Director of Alumni Relations and Advancement shall conform to all lawful instructions given to him or her by the Board, and shall at all reasonable times give to the members of the Board such information as they may require regarding the affairs of the Association.
7.07 Appointees
The Directors shall designate one (1) – two (2) regular members to serve on the following:
(a) Senate – one (1)
(b) Board of Governors – two (2) members not who are not University of Windsor employees.
(c) Such other committees and organizations as the Board shall deem appropriate
Committees
8.01 Standing Committees
The Board shall appoint a chair for each standing committee defined in the Bylaws. The terms of reference, duties and powers of such committees shall be established from time to time by resolution of the Board or by Bylaws of the Association.
Nominations and Elections
9.01 Nominations
Subject to the provisions of this Constitution and the Bylaws of the Association, the following procedure shall be applied to the nomination and election of the Directors and Officers of the Board:
(a) A nominating committee, as defined in the Bylaws, shall in each year present to the membership of the Association the recommended nominees for the vacant Directorships of the Board. Such list shall include at least one (1) nominee for each position.
(b) The list of nominees, with the exception of those nominated at the Annual Meeting, shall whenever possible, be published with notice of the Annual Meeting.
(c) Any member of the Association may nominate a Director by forwarding their nomination in writing to the Secretary of the Association at least thirty (30) days prior to the date set for the Annual Meeting. Such nominations require the signatures of two (2) nominators who are members of the Association and the written acceptance of the nominee.
(d) The election shall be held at the Annual Meeting of the Association. If there is more than one (1) nominee for any office, the election shall be conducted by secret ballot at such meeting.
9.02 Eligibility
All candidates for any office to be elected by the membership shall be regular members of the Association. Subject to Section 6, any Officer may stand for re-election.
9.03 Representatives to the Board of Governors
The number of alumni representatives to the University Board of Governors, their term of office and the procedures for alumni nominations to the Board are set down in the University of Windsor Bylaws amended from time to time and in the Bylaws and Resolutions of the Board of Governors which shall be deemed to be included in the Bylaws of the Association and no such representative shall be appointed unless he has been a Director of the Board of the Association. These appointments will be presented to the general membership at the Annual General Meeting.
9.04 Representatives to the Senate
The number of alumni representatives to the University Senate, their term of office and the procedures for alumni nominations to the Senate are set down in the University of Windsor Senate's
Bylaws as amended from time to time and in the Bylaws and Resolutions of the Senate which shall be deemed to be included in the Bylaws of the Association and no such representative shall be appointed unless he has been a Director of the Board of the Association. These appointments will be presented to the general membership at the Annual General Meeting.
Finances
10.01 Fiscal Year
The fiscal year of the Association shall be the same as the fiscal year of the University.
Official Publication of the University of Windsor
11.01 Official Publication
Official publications of the university shall be made available to all members of the association with known addresses.
Clubs and Chapters
12.01 Geographical and special interest groups of members may form chapters or clubs of the Association only for any objects that are compatible to those of the Association, subject to any Bylaws that shall be set down in this regard. The Board shall encourage and assist in the formation and program of the clubs or chapters and the club or chapter shall advise the Secretary of the Association of its activities as may be required by the Board of Directors. Such clubs or chapters shall exist at the pleasure of the Board.
Records
13.01 The Secretary of the Association shall be responsible for the custody, safekeeping and maintenance of the books and records of the Association at its Head Office.
Bylaws
14.01 The Board shall make such Bylaws as it deems necessary for the administration and government of the Association in accordance with the objects of the Association as set out in Article III of this Constitution. All Bylaws made by the Board are effective until and are subject to ratification by the regular members of the Association at the next annual or special general meeting following the passing of the Bylaws by the Board.
14.02 The Board may from time to time amend and repeal any of the Bylaws of the Association subject to ratification by the regular members of the Association at the next annual or special general meeting following such amendment or repeal. Such repeal is not effective until ratified by the regular members at an annual or special general meeting.
14.03 The Board shall make by resolution decisions relating to the management of the affairs and business of the Association.
14.04 The regular members may at any annual or special general meeting make Bylaws concerning the administration, objects, and policies of the Association. Such Bylaws and any Bylaws made by the Board shall be ratified or rejected by majority vote of the regular members in attendance at such an annual or special general meeting.
Amendment
15.01 Constitution
This Constitution may be amended by a two-thirds (2/3) vote of the regular members of the Association at any annual or special general meeting of the Association provided that the proposed amendments are sent with the notice calling the said meeting of members.
15.02 Proposed Amendments
The Board or one thousand (1,000) regular members of the Association may propose an amendment to this Constitution. All such proposed amendments must be delivered to the Secretary at least fourteen (14) days prior to any annual meeting or with the requisition for a special general meeting of members as provided in Section 5.02 hereof.
15.03 Effective Date
The Constitution hereby repeals the existing Constitution of the Alumni Association of the University of Windsor and this Constitution is of full force and effect when it is adopted by a majority vote of the regular members present at a duly called annual or special general meeting of the Association provided that the Directors of the Board shall operate under such amendments until the amendments are ratified at a duly called annual or special general meeting.
16.01 Gender Neutrality
It is agreed that unless the context of this agreement requires otherwise, the singular number shall include the plural and vice versa, the number of the verb shall be construed as agreeing with the word so substituted, words importing the masculine gender shall include the feminine and neutral genders, and words importing persons shall include firms and corporations and vice versa.
Directors and Officers are included as additional insureds under our General Liability and Errors and Omissions Policies while acting on behalf of the University of Windsor.
BYLAWS OF THE ALUMNI ASSOCIATION
WHEREAS the mission of the Association shall be to build a lifelong relationship between the University of Windsor and its alumni
AND WHEREAS the Values of the Association shall be:
a. To foster the students’ seamless entry into the Alumni Association
b. To communicate with alumni and friends
c. To add significant value to lives of students and alumni to foster mutually beneficial support systems amongst alumni
d. To create and maintain a physical presence for the Alumni Association
e. To assist the university in achieving levels of excellence in academic, corporate and government efforts
f. To promote pride and prestige of identity
g. To build an alumni chapter organization in Canada and internationally
AND WHEREAS the Responsibilities of the Association shall be:
a. To raise and disburse funds on behalf of alumni
NOW THEREFORE BE IT ENACTED as Bylaws of the Association, the following:
All committees shall reflect the Mission, Values and Responsibilities of the Association and serve the interests of the University.
1. The Executive Committee shall consist of the Past President, the President, the President-Elect and the Treasurer.
2. The Standing Committees of the Association shall be the following:
| Strategic Planning & Priorities | Finance & Alumni Services |
| Nominating | Reunions & Special Events |
| Awards | Communications & Engagement |
3. The membership of the Standing Committees shall be appointed by the President of the Association.
4. The President and President-Elect shall be ex-officio members of all Standing Committees.
5. A minimum of three (3) voting members of each Standing Committee of the Association (including Ad Hoc committees) shall constitute a quorum at any meeting and as such authorizes the Committee to conduct regular business. Each voting member present shall be entitled to one (1) vote only, including the Chair. Every question shall be decided by a vote of the majority of the members present.
6. Vacancies in the membership of a Standing Committee shall be filled from time to time by the President of the Association.
7. At the discretion of the Chairman of the Committee, where the agenda for a scheduled Committee meeting is composed only of one or two non-controversial matters, the meeting may be cancelled and business conducted by telephone or email contact with members under the following conditions:
- an attempt has been made to reach all Committee members;
- a quorum of the membership has been contacted;
- there is no objection by any member contacted as to the procedure or the proposed recommendations concerning the agenda matters.
8. The Director of Alumni Relations and Advancement shall assign a member of staff to each committee.
9. Each committee member, who is not a Board director, is eligible to be a member of a committee for a maximum of four (4) consecutive years.
1. Membership: The membership of the Strategic Planning and Priorities Committee shall comprise the President, the President-Elect, the Past President plus 3 members to be appointed by the President and the President-Elect of the Association. The Chair is to be elected by the Committee.
2. The terms of reference shall be as follows:
(a) To provide vision and direction to the Board and its Committees and to implement the Constitution’s values in a pragmatic and prioritized fashion.
(b) To exercise such powers as may be delegated to it by the Association.
1. Membership: The Nominating Committee shall comprise the President of the Association, the Immediate Past President if he/she is a member of the Board of Directors, and the President-Elect of the Association, at least two members of the Board of Directors appointed by the President of the Association, such other persons as the President of the Association may, from time to time, appoint. The Immediate Past President of the Association shall be, ex-officio, Chair of the Nominating Committee.
If the Immediate Past President is not available to serve, the Committee shall elect its own Chair.
2. The terms of reference shall be as follows:
(a) To maintain a list of persons who, in its judgement, are suitable for appointment to the Board of Directors, to its Committees.
(b) To make nominations from such list in order to fill vacancies which may occur from time to time; in compiling such list, the Committee shall consider the skills, location, background and experience of persons to be placed thereon from the community and the need for representation from the various constituencies of the University, and the availability and commitment of such persons to serve the Mission, Values and Responsibilities of the Association and the interests of the University.
(c) To exercise such powers as may be delegated to it by the Association.
1. Membership: The membership of the Finance and Alumni Services Committee shall comprise the Treasurer of the Association as Chair, the President, the President-Elect, the immediate Past President and up to three (3) members of the Board of Directors to be appointed by the President of the Association.
2. The terms of reference shall be as follows:
(a) To produce financial statements for the Alumni Association.
(b) To provide cost benefit analyses.
(c) To identify and recommend the creation of alumni activities and services.
(d) To evaluate existing alumni programs and services and make appropriate recommendations.
(e) To exercise such powers as may be delegated to it by the Association.
1. Membership: The membership of the Reunions & Special Events Committee shall be appointed by the President of the Association.
2. The terms of reference shall be:
(a) To assist as may be necessary with any events designed to foster allegiance with the University.
(b) To accept and review applications for reunion funding proposals.
(c) To exercise such powers as may be delegated to it by the Association.
1. Membership: The membership of the Awards Committee shall be appointed by the President of the Association.
2. The terms of reference shall be:
(a) To evaluate candidates for awards, scholarships, or any other forms of recognition and to make recommendations accordingly.
(b) To exercise such powers as may be delegated to it by the Association.
1. Membership: The membership of the Communications and Engagement Committee shall be appointed by the President of the Association.
2. The terms of reference shall be:
(a) To assist the University in strengthening ties between alumni and external publics.
(b) To promote the achievements and activities of the University.
(c) To exercise such powers as may be delegated to it by the Association.
Ad Hoc Committees shall be created as appropriate, from time to time.