Alumni Corporation Bylaws
2018 ADOPTED BY-LAWS OF CLARKSON DU ALUMNI CORPORATION, INC.
Adopted September 6, 2018
By-Laws for CLARKSON DU ALUMNI CORPORATION, INC.
ARTICLE I: Name and Location
Section 1. Name. The name of the organization shall be the Clarkson Delta Upsilon Alumni Corporation, Inc. The Clarkson DU Corporation, Inc. shall be referenced as the Alumni Chapterin this document. The Board of Directors of the Clarkson DU Alumni Corporation, Inc. shall be referenced as the Alumni Board in this document. The Clarkson Fraternity Delta Upsilon Chapter is located on the Clarkson University campus.
Section 2. Fiscal Year. The fiscal year of the Alumni Chapter shall begin January 1st of each year and end December 31st of the same year.
ARTICLE II: Mission Statement and Purpose
Section 1. Mission Statement. The Alumni Chapter shall be:
The mission of the Alumni Chapter is to encourage a continuous, successful and beneficial Delta Upsilon Fraternity chapter at Clarkson University while continuing to promote lifelong fraternal connections between its members. In furtherance of these goals, the Alumni Chapter plans and executes fellowship events, participates in philanthropic activities, and promotes an active role of the Chapter in student and alumni activities at the University and in the community at large. The Alumni Chapter enters into agreements necessary to establish and retain suitable undergraduate housing opportunities for the chapter. It seeks to convey the best traditions and history of the local chapter to set expectations of behavior, values, and attitudes conducive to success at Clarkson and in one’s personal and professional life. These values are exemplified in the founding principles and traditions of excellence and scholarship of Delta Upsilon and Lambda Iota. The Alumni Chapter serves an advisory and support role but does not operate the undergraduate chapter, nor choose its membership or leadership.
Section 2. Purpose. The purpose of Alumni Chapter shall be:
To advise the undergraduate officers of the Clarkson Undergraduate Chapter
To encourage the participation of other interested Clarkson area Alumni
To promote the Clarkson Undergraduate Chapter sense of campus and greater Clarkson Community by promoting leadership, academic achievement and philanthropic activity.
To work with undergraduate chapter and Clarkson University to assure that a minimal of 19 rooms are duly occupied with objective of all 22 rooms occupied
Manage, with Clarkson University, those revenues received that exceed the minimum occupied rooms
To plan and execute fellowship events for the welfare of Clarkson Alumni of Delta Upsilon
Follow sound accounting management procedures of Alumni Chapter funds and investments to support Alumni Chapter and Clarkson Undergraduate Chapter as set forth in these Articles.
Encourage the use of the Next of Kin document by all current and future Members and Associate Members of the Undergraduate Chapter. The Next of Kin document is attached and annexed hereto as Exhibit A.
ARTICLE III: Membership
Section 1. Eligibility.
Every duly-initiated member in good standing of the Clarkson Undergraduate Chapter automatically becomes a member of the Alumni Chapter upon graduation of his undergraduate class. Delta Upsilon and Alumni of Clarkson Delta Upsilon and Lambda Iota and any Honorary Members automatically become members of the Alumni Chapter. Initiated members of the Clarkson Undergraduate Chapter who have married or transferred schools and elect alumni status, but whose undergraduate class has yet to graduate, may be granted membership upon application to the Alumni Chapter Secretary and approved by the Board of Directors. Initiated members of other Delta Upsilon Chapters may become members of the Alumni Chapter by mutual consent of the alumnus and the Alumni Board. Undergraduate members may also, under special circumstances, elect alumni status with a signed letter of permission from the Executive Council of the Undergraduate Chapter, and upon application to the Alumni Secretary and approval by the Alumni Board. A member of the Alumni Chapter cannot be on the active roles of an Undergraduate Chapter (paying undergraduate dues).
The Alumni Chapter may elect Honorary Members from time to time.
All members have full voting rights and privileges of the Alumni Chapter.
Section 2. Certification. Certificates of membership in the Alumni Chapter signed by the President and Secretary, may be issued from time to time to those who are eligible for membership.
Section 3. Communication. It shall be the responsibility of the Alumni Chapter to maintain contact with alumni and prospective alumni. This contact shall be in the form of the Alumni Chapter Web Page and emails containing notices and newsletters that shall be sent from time to time. It is the responsibility of Alumni and Honorary Alumni members to notify Alumni Secretary of their email and address changes. This section shall in no way preclude the obligations of the Board of Directors as set out in Article VI.
ARTICLE IV: Funding and Financial Administration
Section 1. Operating Fund.
Alumni are encouraged to sustain the activities of the Alumni Chapter through membership dues, if any, DU donner bequests through the Clarkson Fund and any appeals for operating funds and any individual gift, grants or bequests.
The Treasurer of the Alumni Chapter will be responsible for the management, reporting, and maintenance of the Savings Fund and Operating Fund. The Treasurer will also be responsible for reporting the combined status of all the funds of the Alumni Chapter.
The Alumni Board shall have the responsibility to manage those funds, held by Clarkson University, that are assigned to the Alumni Chapter, Undergraduate Chapter or both.
The Alumni Board shall appoint a Committee to consider dues from Clarkson DU Alumni. Any dues collected shall be allocated as directed in these Articles.
Upon acceptance of these By-Laws the Alumni Board shall determine the amount of all current existing funds from Alumni Chapter. These funds will then be allocated between a Savings Fund and General Operating Fund. The Savings Fund’s purpose is to maintain income producing returns to then be transferred into General Operating Fund at the discretion of the Board.
Dues, if any, alumni donations and alumni or other bequests collected each year shall be allocated between the Savings Fund and General Operating Fund as determined by the Alumni Board.
The Alumni Board shall recognize any bequests where donor desired or directed specific use of gift.
The Operating Fund shall be used for routine operating costs including scholarships, philanthropy, meetings and Alumni Chapter events.
Any changes to the designed purposes of these funds must be approved by the majority vote of the Alumni Chapter.
The Alumni Board shall prepare and approve a financial budget each fiscal year. The proposed annual budget shall be shown on the Alumni Chapter web page.
The Alumni Chapter shall at no time subject itself to indebtedness by securing loans absent a special approval majority vote by the general membership.
ARTICLE V: Indemnification and Insurance
Each person, either elected or appointed, serving as an officer, director or committee person of the Alumni Chapter shall be indemnified against all costs and expenses actually and necessarily incurred by him or in connection with the defense of any action, suit, or proceeding in which he or it is made a part by reason of his being or having been an officer, director or committee person at the time incurring such costs or expenses, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable by reason of misconduct in the performance of his duties of such officer. The right of indemnification herein provided shall not be exclusive of other rights to which any such officer may be entitled as a matter of law.
Directors and Officers Insurance coverage for the Alumni Officers and Directors shall be obtained thru the International Fraternity at the expense of the Alumni Corporation.
ARTICLE VI: Alumni Board Officers
Section 1. Composition. The directors and officers of the Alumni Board shall consist of) nine (9) voting members elected at large from the membership of the Alumni Chapter to serve for a two (2) year term, and one (1) non-voting member who shall be the Undergraduate Chapter President. These directors and officers shall hereinafter be known as the Alumni Board.
Section 2. Authority. The Board of Directors shall have the responsibility for the policies which govern the Alumni Chapter; in addition it shall also provide guidance and support to the Clarkson Undergraduate Chapter of Delta Upsilon so as to ensure its success, vitality and sustained presence on the Clarkson campus as a fraternity which is recognized and held in high respect on the Clarkson campus and for its leadership, high character and philanthropic activity, and manage all assets and funds consistent with the previously specified goals in this section.
In the event of the dissolution, liquidation or loss of recognition or other termination (hereinafter failure events) of the Clarkson Undergraduate Chapter and/or Alumni Chapter, all real and personal property remaining after the payment of liabilities shall be conveyed and transferred to first Alumni Corp in the event of a Undergraduate failure event. In the event of an Alumni Corp. failure event all real and personal property remaining after the payment of liabilities shall be conveyed and transferred to first Clarkson University and secondly Delta Upsilon Fraternity International Headquarters, Indianapolis, Indiana. The intent and transfer of such property to hold such property and interest it may generate in trust for the sole purpose of supporting the reestablishment of a Delta Upsilon Undergraduate Chapter; the term of such trust to be for a period of fifteen years. If Clarkson cannot or is unwilling to perform such request to hold such property and interest it may generate in trust for a period of fifteen years for the sole purpose of supporting the reestablishment of a Delta Upsilon Undergraduate Chapter then such property shall be conveyed secondly to Delta Upsilon Fraternity International Headquarters, Indianapolis, Indiana to hold such property and interest it may generate in trust for the sole purpose of supporting the reestablishment of a Clarkson Delta Upsilon Undergraduate Chapter. The term of such trust to be for a period of fifteen years, at the termination of which such property shall thereupon become the property of Clarkson University for the purpose of establishing a Lambda Iota Delta Upsilon scholarship except that if the Clarkson Undergraduate Chapter is reestablished within such period of fifteen years in any capacity including a colony , then such property or proceeds shall be made available for the use and benefit of the Clarkson Undergraduate Chapter or its reestablishment.
Section 3. Alumni Board. The duties and term of office for each of the offices of the Alumni Board are defined in the succeeding paragraphs of this Section and Article, and are listed in order of succession. Each specific Office shall be determined by a vote of the Directors.
President. The President shall preside at all general membership meetings of the Alumni Chapter and of its Alumni Board. He shall be responsible for the formulation and maintenance of Alumni Chapter policies as they relate to the Clarkson Undergraduate Chapter and the community at large and shall have the power to appoint any committee or director deemed necessary to carry on the work of the Alumni Chapter. He shall be a standing member of all duly appointed committees.
Vice President. The Vice President shall act in the absence or disability of the President and be empowered to perform all the duties of the President.
Alumni Treasurer. The Alumni Treasurer shall maintain the Alumni Chapter Operating Account, disburse the necessary approved funds for alumni events, and report on the financial status of the Alumni Chapter at each Alumni Board meeting and at each general membership meeting. He shall oversee and report to the Directors on the Operating Fund, Savings Fund and the Clarkson University DU account. He shall ensure that at all times there are at least two but not more than three directors including the President and Treasure with account privileges and access.
Alumni Secretary. The Alumni Secretary shall keep a roster of all members of the Alumni Chapter and shall maintain such documents, records, reports, addresses and current emails and communication as may be connected with the Alumni Chapter. He shall record the minutes of all meetings of the general membership and the Alumni Board and shall perform other duties as the President of the Alumni Board may assign from time to time. He shall post minutes of Alumni Board meetings and Annual meetings on the Alumni Chapter web page as soon as practical.
The Director of Alumni Fund-raising. The Director of Alumni Fund-raising shall be responsible for the annual and ongoing Fund-raising efforts of the Alumni Chapter. He shall maintain the alumni roster and address list and shall perform other duties as the President or Board of Directors may assign from time to time.
Director of Undergraduate Relations. The Director of Undergraduate Relations shall maintain close familiarity with the operations of the Clarkson Undergraduate Chapter through regular meetings of the Mentoring Director and Committee as they maintain mentoring relationships with the DU undergraduates. The Director of Undergraduate Relations shall be responsible for advising in all areas of undergraduate activities not previously outlined and shall be responsible for the review and approval of all reports such as but not limited to core reports prepared by the Clarkson Undergraduate Chapter that must be filed with Delta Upsilon Fraternity and other reports that the Board of Directors may assign from time to time. The Director of Undergraduate Relations shall determine a plan of action for the school year in regards to advising the undergraduate chapter, canvas for needed mentors, mentoring plans and representation at undergraduate events and meetings. It is probable that this Director will require and appoint addition support. This Director shall be responsible for acting as liaison to Mentors and reporting back to the Board as to Mentor activities.
Director of Alumni Relations. The Director of Alumni Relations shall have oversight, schedule and organize a calendar of events of Alumni activities and shall perform other duties as the President or Alumni Board may assign from time to time. He may from time to time delegate specific duties to others but will at all times maintain responsibility.
Director of Media Communications. The Director of Media Communications shall manage all aspects of the Alumni Chapter’s publications. This includes, but is not limited to the editorial preparation and publication of the alumni newsletter, management of the alumni’s Internet website, and any other publications of the Alumni Chapter. He shall make postings to the website as directed by Secretary and Alumni Board. He shall appoint those who may assist him in his duties.
At Large Director- This Director shall serve to support the overall organization and perform specific duties as requested.
Undergraduate Chapter President. The Undergraduate Chapter President shall report to the Board of Directors on the activities of the Undergraduate Chapter and assist in the coordination of scheduled events for both organizations. He shall advise the Board of Directors of any problems or concerns of the individual members of the Clarkson Undergraduate Chapter, relations with Clarkson University and any areas where Alumni Chapter guidance or assistance is needed.
Section 4. A Quorum of Board of Directors Meetings. A minimum of five (5) voting members of the Alumni Board, present or by proxy, shall constitute a quorum for all meetings. Such proxy shall be provided in writing or email to the holder copied to the Alumni Secretary.
Section 5. Consent Action. Any action required or permitted to be taken at any meeting of the Alumni Board may be taken without a meeting, if prior to such action a consent to such action is given by a simple majority of the Alumni Board and a record of such consent is filed in writing with the minutes of the Alumni Board.
Section 6. Unexpired Terms. The President shall have the power to fill any vacancies in its Alumni Board or committees to serve until the next election. Such appointments must be approved by a simple majority of the Board of Directors.
Section 7. Officer Removal. Any director or officer may be removed, either with or without cause, at any meeting of the Alumni Board by a majority of the actual number of directors elected and qualified from time to time. Any or all members of the Alumni Board may be removed, with or without cause, at a general membership meeting called for that purpose.
ARTICLE VII: GENERAL MEMBERSHIP MEETINGS
Section 1. Time, Place, Notice of Annual Meeting. The Annual Meeting of the membership of the Alumni Chapter shall be held for the purpose of electing the directors and officers of the Alumni Board Chapter, announcing the results of the election, reviewing the annual report regarding the financial status of the organization, and any other business as may properly be presented at the meeting. Efforts shall be made to schedule the annual meeting in Potsdam, New York at a time date and place coincidental with and convenient to the Annual Meeting of the Clarkson University Alumni Association. The president shall send email notice of annual meeting to all members sixty (60) days prior to meeting.
Any newly elected board members will assume their rolls and duties at the adjournment of the annual meeting.
Section 2. Special General Membership Meetings. Special meetings of the membership of the Alumni Chapter, other than the Annual Meeting, may be called by the President or by a majority of the Board of Directors in order to meet an emergency or where such a meeting seems necessary in the best interests of the Alumni Chapter or the Clarkson Undergraduate Chapter. The calling of a special meeting shall also be mandatory if requested in writing by not less than ten (10) general members of the Alumni Chapter. Written notice of a special meeting shall be emailed to all members and posted on the Alumni Chapter website at least ten (10) days before such meeting is to be held stating the purpose, place, and time of such meeting; an emergency meeting may be held without such notice.
The president shall chair Special Membership Meetings. If he is unavailable then the succession as noted in Article V, Section 3 shall apply to determine chairman.
Section 3. Officer Elections. The President shall, prior to the Annual Meeting of the Alumni Chapter, appoint a Nominating Committee of not less than (3) members. The Nominating Committee has the power to determine the method in which the election of new Officers shall be conducted subject to the approval of the current Board of Directors. Once determined, a report shall be sent by email to all members of the Alumni Chapter and posted on the Alumni Chapter web page before the annual meeting. Should the Nominating Committee determine that the Election shall take place at the Annual Meeting, then nominations from the floor shall be invited and when seconded by a member present and voting, shall be added to those submitted by the Nominating Committee.
Section 4. General Membership Meeting Quorum. The President shall declare a quorum to be present at the annual meeting when not less than fourteen (14) members are present in person or by proxy.
Section 5. General Membership Meeting Voting. Each member shall be entitled at every meeting of the members to one vote and shall be entitled to vote in person, or by proxy executed in writing by the member and emailed to the Nominating Committee. A secret ballot shall be the method of voting unless a majority of those present adopt a different method of voting.
Section 6. Order of Business. The order of business at the Annual Meeting shall be as follows unless suspended by the majority of those present, or by proxy, and voting:
Call to order
Establishment of roll and quorum
Reading and adoption of minutes of previous meeting
Reading and adoption of Treasurer’s report
Presidents Report
Director of Undergraduate Relations Report
Director of Alumni Relations Report
other reports, if any
Report of the Nominating Committee
Election of Officers
Other unfinished or new business
New Board of Directors installation
Announcement and adjournment
ARTICLE VIII: PARLIAMENTARY PROCEDURE
Question of parliamentary procedure in any meeting of the general membership or of the Board of Directors or of any committee shall be resolved by the presiding officer whose ruling shall be final. Such officer shall look to Roberts Rules of Order and Parliamentary Procedure for direction and guidance.
ARTICLE IX: SCHOLARSHIP PROGRAM
Section 1. Funding. From time to time the Alumni Chapter may determine to provide financial scholarship to undergraduate Clarkson DU Chapter brothers. Scholarships shall be only made from a Scholarship Fund created for this purpose. Funding for the Scholarship Fund will be determined as follows:
1.The Alumni Board shall annually determine a percent or dollar amount of interest or income from investments within the General Account for scholarship. This contribution will then be transferred to the Scholarship Fund.
2.The Alumni Board shall annually determine a percent or dollar amount from contributions of Alumni Chapter dues, if any and available funds identified in the Clarkson University DU account directed for scholarship. This contribution will be transferred to Scholarship Fund.
3.Funding for Scholarship Fund shall not deplete the General Fund or any of General Fund savings and investment.
4.Upon an aggregate of funds totaling $1000.00 a scholarship(s) shall be established for award,
Section 2. Determination. Scholarships shall be determined as follows:
The Alumni Board shall determine when scholarship awards will be considered with consideration to funds available in the Scholarship Fund.
When scholarship awards are determined to be made then the Alumni Board shall create a three (3) man Scholarship Team form Alumni Members.
This team will then develop a scholarship awarding criteria and obtain Alumni Board approval.
With approval, the team will then obtain applicants, review applicants using the approved criteria and then make award. The successful applicant(s) and the Value(s) of award shall be approved by the Alumni Board.
ARTICLE X: PHILANTHROPIC PROGRAM
Section 1. Funding and Determination. From time to time the Alumni Chapter may determine to provide Philanthropic Gifts. Gifts shall be only made from a Philanthropic Fund created for this purpose. Funding for the Philanthropic Fund will be determined as follows:
The Alumni Board shall annually determine a percent or dollar amount of interest or income from investments within the General Account for philanthropy. This contribution will then be transferred to the Philanthropic Fund.
The Alumni Board shall annually determine a percent or dollar amount from contributions of Alumni Chapter dues for philanthropy purposes. This contribution will be transferred to Philanthropic Fund.
Funding for Philanthropic Fund shall not deplete the General Fund or any of General Fund savings and investment.
The Alumni Board shall determine philanthropic contributions, if any, each year with consideration to any available funds within the Philanthropic Fund. Such determination should be made in consultation with and consideration of philanthropic activity and goals of the Undergraduate Chapter when possible.
ARTICLE XI: ALUMNI JUDICIAL BOARD
Section 1. Function. In accordance with the By-Laws of Delta Upsilon Fraternity, the Alumni Chapter must convene disciplinary actions which involve alumni members. Accordingly, only the Alumni Chapter can cause an alumnus to be suspended or expelled from membership in the fraternity.
Section 2. Composition. The Alumni Judicial Board shall comprise the directors of the Alumni Board. Any director who has a conflict of interest regarding any proceedings or a charged alumnus shall excuse himself from the proceedings. A majority of those unencumbered by conflicts of interest shall constitute a quorum for any judicial proceedings.
Section 3. Proceedings. Any alumnus may initiate proceedings by presenting a List of Particulars to the President of the Alumni Board detailing the specific acts, the commission or omission of which are detrimental to the Fraternity. The List of Particulars shall be signed by the accusing alumnus and shall constitute the entirety of the charges which may be reviewed by the Alumni Judicial Board.
Upon receipt of the List of Particulars, the President of the Alumni Board shall establish a date, time, and place for the judicial hearing to be held. The President will then notify the accused brother by written correspondence of the statement of the alleged cause, the possibility that he may be suspended or expelled from membership, the date, time and place of the scheduled meeting and the rights and procedures to which the accused brother is entitled at such hearing. Such notice shall be delivered to the accused brother no less than 30 days prior to the hearing. Delivery by the U.S. Postal Service to the last address given to the Undergraduate or Alumni Chapter shall constitute valid notice and by transmission to the email address currently on file with the Alumni Chapter.
The accused brother shall be entitled to the aid and assistance of any other member to respond to the alleged cause. The accused brother shall be entitled to present such witnesses or other evidence as he feels appropriate and necessary to respond to the alleged cause. Should the accused brother fail to appear at the hearing as set forth in the written notice, the alleged cause shall be deemed admitted and conclusively established. During the course of the hearing and at all times, the Alumni Judicial Board shall extend to the accused brother every assistance to establish the truth or to present any mitigating circumstances. The Alumni Judicial Board shall establish its own procedural guidelines in order to ensure an orderly and fair hearing. These guidelines shall be communicated to the accused member no less than 30 days prior to hearing. Such procedural guidelines shall become part of the minutes of the hearing.
At the conclusion of the hearing, the Alumni Judicial Board shall vote first upon the alleged cause, and if found to be established, then upon whether to suspend or expel the accused brother from membership in the fraternity. All matters held to a vote will be decided by a majority of those Alumni Judicial Board members present and unencumbered by conflicts of interest, except a decision for expulsion from membership which shall require a three-fourths vote. The Alumni Board will notify the Secretary of the Fraternity of the outcome in accordance with procedures prescribed within the International By-Laws of Delta Upsilon Fraternity.
ARTICLE XII: MISCELLANEOUS
Section 1. The twelve (12) Articles presented in this document constitute the entire set of By-laws for the Clarkson DU Alumni Corporation, Inc. These By-Laws may not be amended except by the affirmative vote of a majority of the Alumni Chapter.
Section 2. Authority. No person shall be authorized to act on behalf of, represent or bind the Alumni Chapter in any way except as provided by these By-Laws.
Secttion 3. Memorandum of Understanding (MOU). The Alumni Chapter is a signatory to a MOU with Clarkson University relative to the occupancy and use of the Chapter House. The MOU is attached and annexed hereto as Exl