Article I: Identification

Section 1: Name

The name of the corporation is Indiana University Alumni Association, Inc. (hereinafter referred to as the “Association”).

Section 2: Principal Office

The principal office of the Association shall be located in the city of Bloomington in Monroe County, Indiana. It is currently located at the DeVault Alumni Center, 1000 E. 17th Street, Bloomington, Indiana 47408.

Section 3: Fiscal Year

The fiscal year of the Association shall begin on the first day of July of each year and shall end on the last day of June in the succeeding year.

Section 4: Chief Alumni Officer

The chief alumni officer (CAO) of the Association is the individual appointed by the president and CEO of the Indiana University Foundation, in consultation with the Board of Managers, as principal staff member responsible for the University’s alumni programs, the CAO shall at all times be the chief alumni officer of the Indiana University Alumni Association, Inc., and shall function as the Association’s chief executive officer and chief operating officer.

Article II: Alumni

Section 1: Alumni

All persons who are either graduates or former students of Indiana University are considered alumni of Indiana University. All alumni and other friends of Indiana University are welcome to participate in the activities of the Association.

Section 2: Donor Recognition Levels

Various donor recognition levels shall be established and may be changed from time to time. Those alumni and friends previously designated IUAA Life Members shall continue as IUAA Life Members.

Article III: The Board of Managers

Section 1: Designation

The business of the Association shall be managed by a board of fourteen (14) managers (individually a “Manager” and collectively the “Managers” or the “Board of Managers”). The Board of Managers shall consist each year of the CAO of the Association, the Immediate Past Chair of the Association, the five (5) Officers of the Association, the six (6) Managers at large, and one (1) Student Representative. The Officers and the Student Representative will each serve a one (1) year term. The Managers at large shall each serve a three (3) year term.

Section 2: Selection of Managers at Large

The Managers at large are elected by the same procedure as the Officers (See The Officers, Article IV). Two (2) Managers at large are elected each year.

Section 3: Selection of the Student Representative

The Student Representative is selected by a committee composed of designees from at least three of IU’s campus Alumni offices or student alumni organizations and is approved by the Board of Managers.

Section 4: Vacancies

Any vacancy occurring on the Board of Managers prior to the expiration of a term shall be filled by a majority vote of the remaining members of the Board of Managers at their next meeting or at any special meeting called for such purpose. In filling any vacancy on the Board of Managers, the Association’s CAO shall recommend to the remaining members of the Board of Managers one or more individuals to serve as a Manager. Any Manager elected to fill a vacant Manager position mid-term shall serve out the unexpired term and remain in office until a successor Manager is elected to a new full term by the Board of Managers at the next election cycle.

Section 5: Meetings

Meetings of the Board of Managers shall be held on the request of the Chair (See OFFICERS, Article IV) or by any Manager at any reasonable and convenient place within or outside the state of Indiana, upon not less than forty-eight (48) hours written notice specifying the time, place, and general purpose of such meeting. Notice of any such meeting may be waived in writing, and attendance at any meeting shall constitute a waiver of notice of such meeting. When in-person meetings are not possible, telephone or video conferencing will be made available.

Section 6: Quorum

At any meeting of the Board of Managers, a majority of the Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the Managers present at a meeting at which a quorum is present shall constitute the action of the Board of Managers unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 7: Record of Meetings and Reports

The Board of Managers shall keep a written record of its proceedings. It shall also report information to the Members of the Association from time to time as the same may be necessary.

Section 8: Responsibilities of the Board of Managers

The Board of Managers shall oversee the general management and affairs of the Association and shall focus its primary attention on substantial policy issues of the Association. The Board of Managers has the authority, duty, and responsibility to establish, review, and amend from time to time, the policies of the Association. Additionally, the Board of Managers shall exercise the duties of care, loyalty, and obedience, as prescribed by law, when undertaking its fiduciary responsibilities. The CAO has the duty, responsibility, and authority to manage and administer the Association in accordance with such policies, the authority delegated to the CAO by the Board of Managers, and all applicable law. The CAO has the further responsibility of presenting to the Board of Managers recommended policies of the Association for consideration and action by the Board of Managers and at all times shall strive to keep the Board of Managers appropriately advised. For the Board of Managers to give full consideration to policies that are of substantial and continuing value to the Association, it is desirable that the CAO should be delegated authority by the Board of Managers to manage and administer the Association and establish routine administrative procedures of the Association. The Board of Managers shall adopt the Association’s budget annually. The CAO is granted authority by the Board of Managers to develop documents, execute contracts and agreements on behalf of the Association or authorize others to do so in his/her stead, and promulgate and distribute notification of policies and perform such other acts as are reasonably necessary and convenient to manage and administer the Association. Contracts and agreements of a substantial nature, as defined by the Board of Managers, must be submitted to the Board of Managers for approval.

Section 9: Compensation of the Board of Managers

No member of the Board of Managers, except the CAO, may receive monetary compensation from the Association for their role on the Board of Managers.

Section 10: Past Chairs Council

An advisory group consisting of all former living Chairs of the Association (hereinafter known as the “Past Chairs Council”) shall be established to give advice and counsel to the Board of Managers as needed. The CAO of the Association and the current Chair of the Association shall serve as ex officio members of the Past Chairs Council. The Past Chairs Council may meet twice a fiscal year, one such meeting to involve current members of the Board of Managers and the other such meetings that may be held at a time and place designated by the chair of the Past Chairs Council.

Article IV: The Officers

Section 1: Designation

The Officers of the Association shall consist of the Chair, Chair‑Elect, Vice Chair, Secretary, and Treasurer (hereinafter collectively known as the “Officers” or, as the case may be, “Officer”). The Board of Managers may create such other Officers as in its judgment the business of the Association may, from time to time, require.

Section 2: Term of Office

The term of office for an Officer is one (1) year. An Officer’s term begins on first day of July each year and shall end on the last day of June in the succeeding year. A person may serve as Secretary for a maximum of three (3) consecutive terms or as Treasurer for a maximum of three (3) consecutive terms. The person serving as Chair-Elect automatically becomes Chair upon the expiration of their term as Chair-Elect.

Section 3: Procedures for Election

The Association’s CAO shall file a report with the Governance Committee that lists all names placed in nomination for the Board of Managers and Executive Council, together with a recommended slate for the Board of Managers. The Governance Committee shall meet no later than January 31 each year to consider the CAO’s report for nominations and the proposed slate for the Board of Managers. The CAO and Governance Committee shall strive to maintain a Board and Executive Council composition that is reflective of the rich diversity of Indiana University. Aside from the Association’s slate of Officers, at-large Managers, and at-large Executive Council positions, persons who wish to place themselves or another alum on the ballot for any office or at-large position of the Board of Managers or Executive Council may do so by a petition signed by one hundred (100) alumni and received by the Association no later than February 28. In order for the slate to be published in the spring, nominations must be presented by the Governance Committee no later than March 1.

Section 4: Method of Election

The election of Officers and at-large Managers shall be conducted by the Board of Managers during their June meeting. The election of at-large Executive Council members shall be conducted by the Executive Council during their June meeting. Slates and biographical information for all candidates shall be provided to both the Board and the Council at least four (4) weeks prior to the June meeting. The persons receiving the greatest number of votes shall be declared elected.

Section 5: Responsibilities of the Officers and Managers

The responsibilities of the various Officers shall be those usually associated with their respective offices.

Subsection 5(a): Chair

Shall be responsible for ensuring that the Board of Managers has general management and supervision over the affairs of the Association. Shall be responsible for conducting all meetings of the Board of Managers. Shall represent the Board of Managers in Indiana University-related activities as requested by the office of the CAO of the Association. Shall conduct such other duties as provided for in these Bylaws.

Subsection 5(b): Chair-Elect

Shall participate in all meetings of the Board of Managers and shall preside over such meetings at which the Chair is absent. Shall lead the Association’s Governance Committee.

Subsection 5(c): Vice Chair

The Vice Chair shall participate in all meetings of the Board of Managers and lead the Association’s Strategic Planning and Outcomes Committee.

Subsection 5(d): Immediate Past Chair

Shall participate in all meetings of the Board of Managers, lead the Association’s Belonging Committee, and lead the Association’s Past Chairs Council.

Subsection 5(e): Treasurer

Shall participate in all meetings of the Board of Managers and ensure to the best of their ability that all financial information presented to the Board of Managers is accurate. Shall lead the Association’s Finance Committee.

Subsection 5(f): Secretary

Shall participate in all meetings of the Board of Managers and be responsible for the accurate recording of the minutes of the meetings.

Subsection 5(g): CAO

Shall participate in all meetings of the Board of Managers and be responsible for the presentation of all Association matters that are to be considered by the Board of Managers (See The Board of Managers, Article III, Section 8).

Subsection 5(h): Managers at Large and Student Representative

Shall participate in all meetings of the Board of Managers and any assigned standing committee, working group, or task force.

Article V: The Executive Council

Section 1: Membership

The Executive Council shall be composed of the Board of Managers and thirty-six (36) Regular Members elected at large from the membership. The Officers of the Association shall be the Officers of the Executive Council.

Section 2: Term of Office

The CAO of the Association shall serve on the Executive Council during their tenure. The Board of Managers of the Association shall be members of the Executive Council automatically during their tenures. The remaining Executive Council members may serve a maximum of two (2) consecutive terms of three (3) years each. Once a member has completed two (2) consecutive terms, that person must step down for a minimum of one (1) three (3) year term cycle before becoming eligible to serve on the Executive Council again. One-third (1/3), or twelve (12), of the at-large Executive Council members shall be elected each year.

Section 3: Method of Selection

Candidates elected at large for the Executive Council shall be chosen by the alumni of the Association in the same manner and at the same time as the Officers and Managers at-large of the Association are elected (See THE OFFICERS, Article IV). Only those having alumni status as of December 1 of the previous year may be considered for nomination or selection. Priority consideration should be given to individuals with leadership experience with a Chartered Alumni Community (See CHARTERED ALUMNI COMMUNITIES, Article VII).

Section 4: Vacancy

In the event of a vacancy among the Executive Council, the position shall be filled by appointment by the Executive Council for the remainder of the unexpired term. The Governance Committee shall recommend one or more individuals to the Executive Council to fill any vacancy.

Section 5: Responsibilities of the Executive Council

The Executive Council shall be the advisory body of the Association, and in such capacity, it may initiate and review the various activities and policies of the Association. In addition to the responsibilities outlined elsewhere in these Bylaws, the Executive Council shall make recommendations to the Board of Managers with respect to, among other matters, establishment of new programs, proposed policies, review of existing programs and activities of the Association, approval of investment policies, and the amendment of the Articles of Incorporation or Bylaws. The Executive Council shall advise the Board of Managers in its general management of the affairs of the Association. Executive Council members shall be expected to support and promote diversity and participate in all scheduled and specially called meetings of the Executive Council and provide assistance as requested by the Association.

Section 6: Meetings and Notice

The Executive Council shall hold no fewer than two (2) meetings each year at such times as may be determined by the Chair. Meetings shall be called by the Chair or any five (5) members of the Executive Council. At least two (2) weeks’ prior written notice shall be given of each meeting. When in-person meetings are not possible, telephone or video conferencing will be made available.

Section 7: Quorum

A majority of the Executive Council will constitute a quorum for purposes of conducting the business of the Executive Council.

Section 8: Record of Meetings and Reports

The Executive Council shall keep a written record of its proceedings.

Article VI: Standing Committees, Working Groups, and Task Forces

Section 1: Standing Committees

The Association shall have four standing committees: Belonging; Finance; Governance; and Strategic Planning and Outcomes. In conjunction with the Board of Managers, standing committees shall generally review, analyze, oversee, or make recommendations to the CAO, Board of Managers, or both, on various activities of the Association. By September 1 annually, the Chair, under advisement by the CAO, shall appoint each member of the Board of Managers and Executive Council to a committee. The Student Representative, the CAO, and Chair shall serve as ex officio members of all standing committees.

Section 2: Jurisdiction of Standing Committees

In addition to any other responsibilities outlined elsewhere in these Bylaws or as required by law, the standing committees shall have the following jurisdictions:

Subsection 2(a): Belonging Committee

Shall advise the Board of Managers on the appropriate oversight of matters of developing and cultivating belonging among communities within the Association, including programs and initiatives related to volunteer and staff training; representation on boards, committees, volunteer task forces, employee groups; vendors, and partners; language and inclusion in Association-wide policies, forms, and procedures; and tasks assigned by the Board of Managers.

Subsection 2(b): Finance Committee

Shall advise the Board of Managers on the oversight of the external audit, annual budget, tax return, affinity programs, financial management, and compliance.

Subsection 2(c): Governance Committee

Shall advise the Board of Managers on the appropriate oversight of the corporate Bylaws, code of ethics, Board of Managers and Executive Council composition, and Board of Managers’ effectiveness.

Subsection 2(d): Strategic Planning and Outcomes Committee

Shall advise the Board of Managers on the oversight of the strategic planning process, organizational initiatives, and IUAA programs and services; and tasks assigned by the Board of Managers.

Section 3: Charters of Standing Committees

In consultation with and approval by the Board of Managers, each standing committee shall adopt a charter to outline its authority, membership, meetings, responsibilities, and reports.

Section 4: Working Groups and Task Forces

Other short-term, working groups or task forces may be established by a formal request from the CAO, with advisement from the Chair. In consultation with the Chair, the CAO may assign additional tasks to any standing committee as may be needed to complete the work of the Association.

Section 5: Meetings

When in-person meetings are not possible, telephone or video conferencing may be made available for standing committees, working groups, and task forces to complete their work.

Article VII: Chartered Alumni Communities

Section 1: Purpose and Definition

Chartered Alumni Communities consist of constituent societies, alumni chapters, regional campuses, and affiliate groups (hereinafter referred to collectively as the “Chartered Alumni Communities” or each a “Chartered Alumni Community”). Chartered Alumni Communities may be organized to generally stimulate and encourage loyalty in the graduates and former students of a designated constituency of Indiana University. They shall establish programs to further the educational, social, and charitable interests of their respective constituencies and Indiana University. Constituent societies are organized to serve the needs of alumni of the various degree-granting units and each Indiana University campus. Alumni chapters are organized to serve the needs of alumni in a specific geographical area. Regional campus associations are organized to serve the needs of the alumni of their respective campuses. Affiliate groups are organized to serve the needs of a wide variety of alumni with special interests or common identities.

Section 2: Powers

Chartered Alumni Communities may establish programs and activities and adopt rules and working documents, which are consistent with their objectives; provided, however, that such programs, activities, and documents shall not conflict with the Association’s Articles of Incorporation and/or Bylaws, the Association’s policies, or applicable federal or state laws. Any provision for the levying of any special assessment of members of a Chartered Alumni Community or the incurring of indebtedness beyond the budget of the Chartered Alumni Community shall be subject to the prior written approval of the Board of Managers upon the recommendation of the Executive Council. A Chartered Alumni Community shall not enter into activities for which the Association may become liable without prior consent of the Board of Managers, such consent to be reflected in the minutes of the Board of Managers.

Section 3: Eligibility

A constituent society, alumni chapter, regional campus association, or affiliate group may be formed within the Association by the filing of a chartering document endorsed by an organizing committee of alumni. The Executive Council shall recommend approval or disapproval of the petition to the Board of Managers. The Board of Managers shall determine whether to give final approval and issue a charter to the organization. Except for any appointed student representative, only alumni shall be eligible to hold office in a Chartered Alumni Community.

Section 4: Term of Office

The term of office for a Chartered Alumni Community’s governing board shall be determined by each Chartered Alumni Community.

Section 5: Reporting

Chartered Alumni Communities shall provide such information as may be requested by Association to allow for the assessment of programs, activities, and operations.

Article VIII: Removal From Office

Section 1: General

Any Manager, Officer, member of the Executive Council, or volunteer leader of a Chartered Alumni Community may be impeached and removed from office for malfeasance or misfeasance (hereinafter known as the “Charged Person”); provided that charges for impeachment shall be made in writing by at least three (3) Executive Council members and filed with the Chair, or if charges pertain to the Chair, the charges will be filed with the CAO. Upon receipt of the impeachment charges by the Chair or the CAO, the impeachment charges shall be submitted to the Board of Managers.

Section 2: Notice, Hearing Procedures, and Vote

Upon the filing of the impeachment charges with the Board of Managers, the Board of Managers shall schedule a public hearing on the impeachment charges against the Charged Person, as well as a special meeting of the Board of Managers, all of which shall occur not less than forty (40) days nor more than sixty (60) days following the filing of impeachment charges with the Board of Managers. At least thirty (30) days prior to impeachment hearing, the Board of Managers shall provide a written copy of the impeachment charges to the Charged Person, either in person, mailed to the last prior address, or both, accompanied by a notice of the date and time of the impeachment hearing and the right of the Charged Person to be heard at the impeachment hearing.

Notice of the impeachment hearing for the Charged Person shall be posted in a conspicuous location within a publication of the Association not less than thirty (30) days prior to the impeachment hearing date. Immediately following the impeachment hearing against the Charged Person, the Board of Managers shall conduct its special meeting and shall vote on the impeachment of the Charged Person. Provided that provisions in this section concerning notice to the Charged Person and the right to be heard have been strictly met, the Charged Person shall be impeached and removed from office upon an affirmative vote of a three-fourths (3/4) majority of all Board Managers then in office. If more investigation is necessary, the time begins again and notice of an additional impeachment hearing shall be posted in a conspicuous location within a publication of the Association not less than thirty (30) days prior to the additional impeachment hearing date.

Article IX: Miscellaneous

Section 1: Rules of Order

Meetings of the Association, the Board of Managers, and the Executive Council shall in all cases be conducted in a manner that promotes effective conversations that improve inclusion, address conflicts, and is not inconsistent with the Articles of Incorporation, these Bylaws, or Indiana law.

Section 2: Procedure for Amendment of Bylaws

The Bylaws may be amended by the Board of Managers after any proposed amendment has been recommended for approval by a two‑thirds (2/3) affirmative vote of the Executive Council. Following such recommendation by the Executive Council, said proposed amendment to these Bylaws must then be approved by a two‑thirds (2/3) affirmative vote of the Board of Managers present and voting on any such proposed amendment.