Constitution

SECTION I: GENERAL INFORMATION

DEFINITIONS
Below is a glossary of definitions of terms used within the University of Saskatchewan Alumni Association Constitution.

Alumni Association means The University of Saskatchewan Alumni Association.

Board means the Board of Directors of the University of Saskatchewan Alumni Association .

Chair means the person who has been elected or appointed to preside at any meeting.

Executive Director means the Executive Director of the Alumni Association as approved and designated by the University. The Executive Director has non-voting status.

Ex-Officio means an individual who is a member of a specific committee, committee or board by virtue of an office or committee chair position held in the Alumni Association. Ex-Officio positions with the University of Saskatchewan Alumni Association have non-voting status.

Member means a person who supports the aims and objectives of the Alumni Association, and qualifies for one of the categories of membership under Section 1.1.

Representative means a person who represents others and acts according to their instructions. A representative is a member of the Alumni Association.

University means The University of Saskatchewan.

NAME, ADDRESS
The name of the Alumni Association shall be The University of Saskatchewan Alumni Association. The office of the Alumni Association is located within Alumni and Development office, in Kirk Hall, 117 Science Place , Saskatoon , Saskatchewan , Canada S7N 5C8 .

MISSION STATEMENT
Building upon the proud history and tradition of the University of Saskatchewan, the University of Saskatchewan Alumni Association encourages and fosters lifelong involvement of alumni in the life of the University. It is committed to adding value to the lives of all alumni by engaging the community of graduates and celebrating alumni success throughout the world.

SECTION II: MEMBERSHIP INFORMATION

1. MEMBERSHIP

1.1 CATEGORIES

1.1.1 Member
(Voting Status, Conferred at Convocation or Graduation)
a. Persons holding degrees, certificates and diplomas from the University

1.1.2 Associate Member (Non-Voting Status, by Expression of Interest)
a. A person has completed one of the following and the class they started University with has since graduated
    i. One full year of classes (30 credit units)
    ii. Two semesters (Term 1, Term 2, Spring/Summer Session) that total 30 credit units.
    iii. 30 credit units over an extended period of time.
    iv. Course work associated with a graduate program but has not completed theses or dissertation work
b. A person has completed one year of a program that results in accreditation such as medical residency.
c. A faculty member or staff member has retired from the University

1.1.3 Friend (Non-Voting Status, by Application)
a. A person having an interest in the aims and objectives of the Alumni Association and the University but who does not qualify for any other membership category may be declared a friend by a majority vote at a meeting of the Board of Directors.

1.1.4 Honorary (Voting Status, by Nomination)
A person identified by the Board of the Alumni Association may be put forward for an honorary membership in the Alumni Association in recognition of their exceptional service, affinity or support of the University of Saskatchewan . Honourary members shall be approved by the membership at the Annual General Meeting. Honourary members shall have the same rights and privileges as members.

1.2 WITHDRAWAL, SUSPENSION, AND EXPULSION

1.2.1 Withdrawal
A Member may withdraw from the Alumni Association at any time by providing written notice of withdrawal to the Alumni Association.

1.2.2 Suspension, Expulsion
The Board may, by resolution passed by a majority vote at a meeting of the members, suspend or expel a Member for conduct contravening the objectives of the Alumni Association. The Member shall be given an opportunity to explain the alleged conduct. Such explanation shall be provided in writing within thirty (30) days of delivery of the resolution to the Member. Upon receipt, in consideration of the explanation, the Board may rescind the resolution or vary the suspension or expulsion.

2. MEETINGS OF THE MEMBERS

2.1 Annual General Meeting
An Annual General Meeting (AGM) shall be held at such time and such place in Canada as may be decided by the Board. The Chair of all duly constituted meetings shall be one of either the President, President-Elect or Vice-President of the Alumni Association.

2.2 Special Meetings
Special meetings may be held at such time and such place in Canada as may be determined by the Board. Special meetings may be called by the President of the Alumni Association. Members representing one hundred (100) voting members can direct the President to convene a special meeting of the Alumni Association by filing with the Executive Director a written request signed by all the members making the request. The request shall set out the reasons for the meeting and the business to be transacted at the meeting. The Chair of all duly constituted meetings shall be one of either the President, President-Elect, or Vice-President of the Alumni Association.

2.3 Notice of Meetings
Notice of meetings shall indicate the time and the place of the meeting and shall specify the business to be transacted thereat. Irregularity in the notice or in the giving thereof, or the non-receipt of any such notice by any of the Members entitled thereto shall not invalidate anything done or passed at such meetings.

2.3.1 Annual General Meeting
A notice of each Annual General Meeting shall be communicated to the membership not less than thirty (30) days before the day of the meeting.

2.3.2 Special Meetings
A notice of each special meeting shall be communicated to the membership within fourteen (14) days of the call of the meeting and shall provide at least fifteen (15) days notice of the meeting. Such a special meeting shall be held no later than ninety (90) days after the call of the meeting.

2.4 Business at Meetings

2.4.1 Annual General Meetings

2.4.1.1 Order of Business The order of business at any Annual General Meeting shall be determined by the Board prior to the opening of the meeting in question.

2.4.1.2 Business at the Annual General Meeting
The business of the Annual General Meeting shall be to:
a) approve the agenda.
b) adopt the minutes of the previous annual meeting.
c) adopt the auditor's report and the financial statements.
d ) determine the process of appointing an auditor for the upcoming year.
e) approve or reject bylaws.
f) receive the report for nominations.
g) conduct an election the Board of Directors and Senate representatives for positions available.
h) appoint representatives to advisory boards.
i) receive the President's Report.
j) consider any matters properly the concern of the Alumni Association.

2.4.2 Special Meetings

2.4.2.1 Order of Business
No business may be transacted at a special meeting except such business as may be specified in the notice of the special meeting.

2.5 Voting
Members with voting status may vote at all meetings of the Alumni Association and a majority vote shall carry the motion. The Chair, as the presiding officer at all meetings, shall only vote in order to resolve a tie.

2.5.1  Voting Status As Members of Convocation
Pursuant to the University of Saskatchewan Act , 1995 , Convocation includes all graduates of the University. For purposes of the election of the Chancellor and of District Representatives of Senate, only persons holding degrees, certificates and diplomas from the University shall be eligible to vote when vacancies arise in said offices.

2.6 Quorum

2.6.1 Annual General Meeting and Special Meetings
Meetings of the Alumni Association shall require a quorum of twelve (12) Members.

SECTION III: BOARD AND COMMITTEES

3. BOARD OF DIRECTORS

3.1  Composition
The composition of the Board shall be as follows:
a) the President.
b) the President-Elect.
c) the Vice-President.
d) the Past President.
e) Board Members-at-Large, three (3) or more as specified or deemed appropriate
f) the Executive Director of the Alumni Association.

3.1.1  Ex-Officio Members:
(a) President of the University of Saskatchewan
(b) General Manager, University of Saskatchewan Students' Union

3.2  Responsibility
The Board shall be responsible to the membership to determine policy required to meet the goals of the Alumni Association. The Board shall conduct and be responsible to the membership for the day-to-day affairs of the Alumni Association and to ensure that the Constitution is adhered to.

3.2.1 Authority
The Board shall, between meetings of the membership, have all the powers except the power to pass by-laws and regulations. All acts of the Board shall be as effective as acts of the Alumni Association unless and/or until amended or repealed by the membership.
The Board is responsible for and has authority to:
a) establish policies of the Alumni Association and ensure they are implemented satisfactorily.
b) make decisions and take all such actions as are necessary to further the objectives of the Alumni Association.
c) incur debts and obligations and pay same reporting to the membership those transaction which are outside of the approved budget.
d) delegate responsibility to the Board of Directors Committees to meet specific objectives of the Alumni Association and to report back to the Board.
e) generally manage the affairs of the Alumni Association and exercise all powers the Alumni Association is by statue and charter entitled to exercise.
f) report fully to the Alumni Association at each Annual General Meeting upon the business transacted since the previous Annual General Meeting.

3.2.2 Records
The Board shall keep minutes of all its proceedings and any reports relating thereto and shall circulate same, once approved by the Board.

3.3 Duties of Board Officers

3.3.1 President
The President shall preside at all annual, general, membership and Board meetings. It shall be the President's duty to ensure that leadership and direction is provided to ensure that the activities of the Alumni Association and that the presence of the Alumni Association is felt in all areas of activity of the University of Saskatchewan.
The President, by office, is an Ex-Officio member of all Board of Directors Committees.
The President attends or arranges for a designate to be present at all official functions such as convocations, branch events, awards dinners and events to which a representative has been invited to attend.

3.3.2 President-Elect
In the absence of, or inability of, the President to perform functions, the President-Elect will assume all duties and responsibilities until the return of the President. The President-Elect oversees budget management, completes evaluations and prepares recommendations for the Board. Ensures the appropriate audited financial statements are available for the Annual General Meeting.

3.3.3 Vice-President
The Vice-President will attend Board meetings and serve as a member of the Board.
In the absence of the President or President-Elect, the Vice-President will act as Chair of any meeting of the Alumni Association.

3.3.4 Immediate Past-President
Attend Board meetings and give counsel and assistance consistent with service as a member of the Board.

3.3.5 Executive Director
The Executive Director is responsible for the management, development and maintenance of all alumni programs and services, and supervision of all resource staff to the Alumni Association.

3.3.6 Board of Directors Members-At-Large
Members-at-Large are active decision-makers of the Board and members of appropriate Committees.

3.4 Term of Office
Members of the Board excluding the President, President-Elect, and Past President positions shall be elected for two (2) year terms. Terms begin immediately following the Annual General Meeting.

3.5 Rotation
All Board members shall stand for election in the first year elections are held under this Constitution with one-half (1/2) of the Directors elected for a one (1) year term; and, the other half (1/2) elected for two (2) year terms; and, thereafter on a two (2) year rotation.

3.6 Vacancies on the Board
An election shall not be called to fill a vacancy for positions on the Board of the Past President or President.
In the event of a vacancy for any reason, for positions on the Board, excluding President-Elect, President and Past President, the Board shall name a replacement for the unexpired term.

3.6.1 Vacancy of the Position of President
In the event of a vacancy for any reason, in the position of President, the President-Elect shall assume the position of President but shall retain the position of President-Elect for the balance of the term. In the event that the President-Elect shall for any reason be unable to fulfill the current President position, the President shall be eligible for re-election for an additional one (1) year term.

3.7 Meetings

3.7.1 Frequency and Place
The Board shall meet at least three (3) times each year at a time and at a place to be designated by the Board, or in the absence of designation by the Board, as designated by the President.

3.7.2 Quorum
A simple majority of the voting members of the Board shall constitute a quorum.

3.7.3 Voting
Each member of the Board herein defined, except for the Executive Director, shall have one (1) vote at meetings of the Board and a majority vote shall carry the motion. The Chair, as the presiding officer at all meetings herein defined, shall only vote in order to resolve a tie.

3.7.4 Voting Matters of the Board of Directors
Voting matters of the Board may be conducted:
a) at a meeting of Board, or
b) by mail, email, fax or during a telephone conference, when a meeting is not feasible, and only with the authorization of the President.

3.8 Resolutions and Motions
Matters requiring resolutions or motions by the Board shall be determined by a simple majority of members present at a meeting of the Board unless the by-laws of the Alumni Association or Robert's Rules of Order require otherwise.

3.9 Staff Support
The Executive Director of University Advancement will appoint a staff resource person(s) to provide administrative and secretarial support to the Board.

3.10 Signing Authority
All contracts, documents or any instruments in writing requiring the signature of the Alumni Association, shall be signed by two of the following Board members: the President, President-Elect, Vice-President, or Executive Director. All contracts, documents and instruments in writing so signed shall be binding upon the Alumni Association without any further authorization or formality.

3.11 Committees of the Board of Directors
The Board of Directors will establish Committees on an annual basis as required to undertake the work outline in its Strategic Plan of the Alumni Association.

3.11.1 Terms of Reference
Each committee shall have terms of reference as defined and recorded by the Board. When members are from outside Saskatoon meetings can be held by conference call or video conferencing and business can be conducted by phone, fax, mail and E-mail.

3.11.2 Composition and Structure
Each committee will be established by the Board of Directors with approved terms of reference. Members will include Board members and alumni with interest and/or expertise in the activities of the Committee. Each Committee will report to the Board of Directors. The Executive Director will appoint a staff member to each Committee.

SECTION IV: ADMINISTRATION

4. OFFICIAL PUBLICATION
The Green & White shall be the official publication of the Alumni Association in partnership with the University of Saskatchewan . The frequency and distribution of the publication shall be approved in consultation with the University Advancement Office by April 30 of each year and communicated to the membership at the Annual General Meeting.

4.1 Contracts and Distribution
The Alumni Association shall hold the title of publisher of the Green & White but will not be financially responsible for the publication. The Board shall approve the recommendations presented by the Editorial Advisory Board regarding editorial content.

5. AFFILIATED ASSOCIATIONS and ORGANIZATIONS
Members of the Alumni Association having a particular common interest, or graduates of any professional faculty or college of the University (with the approval of the membership) may form a special association or organization with affiliation to the Alumni Association, provided that the by-laws of the Affiliated association or organization do not conflict with the Constitution of the Alumni Association.

Each Affiliated association or organization shall co-operate with the Alumni Association in the advancement of the goals and objectives of the Alumni Association.

Each affiliated association or organization may have one representative named to act as liaison between the organization and the Alumni Association.

6. PROTECTION OF DIRECTORS, OFFICERS and OTHERS
Every Director or Officer of the Alumni Association authorized to undertake activity or to perform any activity on behalf of the Alumni Association and their heirs, executors and administrators, and estate and effects shall from time to time and at all times be indemnified and saved harmless out of the funds of the Alumni Association from and against:
a) all costs, charges and expenses which such Director, Officer or other authorized person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against such person, for or in respect of any deed, act, matter or thing whatever made, done or permitted by them in or about the execution of their office; and,
b) all other cost, charges and expenses which such person sustains or incurs in or about or in relation to the affairs thereof, except such charges, costs or expenses as are occasioned by the person's own wilful neglect or default or activity contrary to law.

7. ALUMNI ASSOCIATION YEAR AND FISCAL YEAR

7.1 Alumni Association Year
The Alumni Association year shall run from the end of the Annual General Meeting to the end of the following Annual General Meeting.

7.2 Fiscal Year
The fiscal year of the Alumni Association shall end on the 30th day of April of each year.

8. FUNDING AND FINANCIAL REPORTS
Funding of the Alumni Association shall be decided by the Board of Directors. An annual budget will be prepared and presented to the membership at its Annual General Meeting.

8.1 Audited Financial Statement
Financial management of the Alumni Association will be based on an annual review engagement report. A Chartered Accountant will conduct the review engagement report. The financial statements shall be distributed to all members of the Board not less than five (5) days in advance of the Annual General Meeting .

8.2 Presentation of Audited Financial Statements
The audited financial statement, when approved by the Board, shall be presented for approval by the membership at the Annual General Meeting.

9. DISSOLUTION OF THE ALUMNI ASSOCIATION
Upon dissolution of the Alumni Association, all assets shall be transferred to the Board of Governors of the University, to be used as deemed appropriate in their unfettered discretion, subject to the provisions of the relevant legislation.

10. AMENDMENTS
Amendments hereto may be made by being carried by three-fourths of the votes cast at an Annual General Meeting of the Alumni Association, provided notice of motion has been circulated to all members of the Alumni Association as hereto defined, not less than thirty (30) days in advance of said meeting.

11. PROCEDURE AND PARLIAMENTARY LAW
Robert's Rules of Order shall apply to all questions of procedure and parliamentary law not specified in this Constitution.