BYLAWS OF THE ORAL ROBERTS
UNIVERSITY ALUMNI ASSOCIATION
(As Amended - April 19, 2008)
- MEMBERSHIP
Section 1.01 Regular Membership
Any person who holds a graduate or undergraduate degree conferred by the University shall be a regular member ("Regular Member") of the Oral Roberts University Alumni Association ("Association").
Section 1.02 Associate Membership
Any former matriculate of Oral Roberts University ("University") who has completed a minimum of twelve (12) hours and who does not hold a degree from the University but whose class is graduated shall be admitted to associate membership ("Associate Member") of the Association. Any Associate Member, upon written application and approval by a majority vote of the Board at a Regular Meeting, shall be admitted to Regular Membership.
All current members of the Board of Trustees, the faculty and/or the administration of the University, who are not already Regular Members, shall be Associate Members during the respective periods of their service with the University.
Section 1.03 Honorary Membership
Upon nomination by any Regular Member, and subsequent to careful consideration and investigation, the Board may, by majority vote, admit any friend or benefactor of the University, or any matriculate with less than twelve (12) hours, to Honorary Membership.
- BOARD OF DIRECTORS
Section 2.01 Powers of the Board
The Oral Roberts University Alumni Association shall be governed by its Board of Directors ("Board"). The members of the Board ("Director(s)") shall have and exercise full control in management of the affairs and business of the Association, consistent with the terms and provisions of the Association Constitution, these Bylaws and other policies established by resolution of the Board.
Section 2.02 Meetings of the Board
- Regular Meetings.
There shall be at least two (2) Regular Meetings of the Board per year. The time and place of such Regular Meetings shall be fixed by the Chairman of the Board ("Chairman") unless the same has been specified by resolution of the Board. Notice of each Regular Meeting shall be given in writing to each Director at least fourteen (14) days prior to the date of the Regular Meeting. The proposed agenda to be considered at the Regular Meeting shall be sent to each Director for review at least fourteen (14) days prior to the Regular Meeting.
- Special Meetings.
The Chairman, a majority of the Executive Committee or a majority of the Board may call a Special Meeting of the Board. The time and place of such Special Meeting shall be fixed by the Chairman when a Special Meeting is appropriately called. Notice of a Special Meeting shall be given in writing at least forty eight (48) hours prior to the date of the Special Meeting. The notice of any Special Meeting shall include the purpose for the Special Meeting and agenda. The Board may take official action during any properly noticed and conveyed Special Meeting on those matters stated in the notice, purpose or agenda for such Special Meeting. Directors may attend any Special Meeting in person or telephonically and adequate accommodations shall be made for Directors who attend by telephone.
- Minutes from each meeting of the Board, Regular Meeting or Special Meeting, shall be kept by the Executive Director or their designee, and shall be available to members of the Board not later than forty-five (45) days following the meeting.
Section 2.03 Election of Directors
- Voting/Running Eligibility.
- Every Regular Member will be eligible to vote and to run as a representative for 1) any open Year-Group Segment Director seat representing their baccalaureate or other first degree from ORU or 2) any open At-Large Director seat. No person may run for more than one open seat simultaneously. If a potential candidate is eligible to run for more than one open seat, and their application to the Nominating Committee for a place on the ballot does not identify the seat sought, the Nominating Committee shall either contact the candidate to determine which seat they wish to run for or make a determination based on the current needs of the upcoming election openings.
- Any Regular Member who is a full time employee of the University shall not be eligible to run for any Director seat, so long as they are in the employ of the University. If any sitting Director becomes a full time employed by the University following election to the Board, that person may finish out their term as a Director but shall not be eligible for re-election to the Board while employed by the University.
- Board Apportionment.
The Year Group Segment Director Seats and At Large Director Seats shall be determined as follows:
- Year-Group Segment Director Seats
There shall be two (2) Directors for each of the seven (7) Year-Group Segments. Each segment shall be composed of the number of consecutive classes necessary to comprise approximately one-seventh of the Regular Members. The number of Regular Members shall be comprised of all Regular Members eligible for membership less any Regular Members who have been identified to the Alumni Office as being deceased, or who have asked to be removed from the membership rolls of the Association.
The segments shall be reapportioned every three (3) years. The next reapportionment shall be in 2009. The apportionment shall be as follows:
The total number of members ("M") shall be divided by seven to arrive at the target segment size ("T").
M / 7 = T
Beginning with the first graduating class ("C1"), the number of members in each class ("Cx") shall be added together until the sum is nearer to T than it would be by adding one additional class. Those classes shall constitute Segment One ("S1").
For example, if T - (C1 + C2 + C3) < (C1 + C2 + C3+ C4) -T, then S1 = C1 + C2 + C3 but, if T - (C1 + C2 + C3) > (C1 + C2 + C3+ C4) -T, then S1 = C1 + C2 + C3+ C4
Beginning with the next unassigned class, each successive segment shall be determined in similar manner.
- At-Large Director Seats.
There shall be seven At-Large Director Seats. Any Regular Member may apply to the Nominating Committee to be placed on the ballot for an open At-Large Director Seat. In selecting candidates to be listed on the ballot for the At-Large seats, the Nominating Committee should seek to promote diversity and representation along lines other than graduation year. For instance, consideration should be given to representation of the various graduate schools, minorities, women, current geographic location (based on overall location of all Regular Members) and other identifiable groups which may be underrepresented on the Board.
- Nominations process.
- There shall be a committee charged with the responsibility of identifying potential candidates for any upcoming Director openings, whether Year-Group Segment or At-Large Director Seats ("Nominating Committee").
- The Nominating Committee shall be comprised of no less than three (3) Directors. The members of the Nominating Committee shall be appointed by the Chairman. Additional members of the Nominating Committee may be appointed by the Executive Director or by a majority vote of the Board. The current Directors of the Year Group Segments whose terms of office are expiring shall not serve on or assist the Nominating Committee.
- The Nominating Committee may obtain nominees through means which may include, but are not limited to, direct solicitation through mail, Internet, alumni publications; recommendations of current Directors; solicitation at the annual President's Banquet; other personal referrals or individual contacts. When nominations are solicited through alumni publications, notification shall be made in a timely manner, allowing reasonable response time.
- The Nominating Committee, after receiving all nominees, shall assess and screen the nominees, and then, at the Regular Meeting preceding the Spring Regular Meeting (traditionally Homecoming week), shall recommend potential candidates for each open Director position to the full Board. The Board shall then ratify, with or without amendment, a slate of nominees to appear on the ballot.
- Election Procedure.
The Office of Alumni Relations may conduct the voting by mail, by secure Web-based balloting, or by such other means as shall ensure the integrity of process and the maximum participation of eligible Regular members. After the Board has approved a slate of nominees, pursuant to Article II, Section 2.03(c) above, ballots shall be prepared. If polling is by mail, ballots shall be mailed to all eligible Regular Members for whom the Alumni Office has a current address. If polling is conducted electronically, alternative forms of notice to the eligible Regular Members, such as e-mail notification, notice through alumni publications, or by mailings instructing members how to vote online, may be employed. Provisions should be made to accommodate voting by Regular Members who do not have access to e-mail or the Web. The Executive Director of Alumni Relations shall be responsible for counting the ballots and reporting results to Board. All Directors shall be elected by a plurality vote of those voting. Voting for each nominee shall be only by the Regular Members of that body which the nominee would represent.
In the event of a tie vote for any office, a runoff election shall be held following the same rules as outlined in this section. Induction of Directors shall take place at the Regular Meeting held in the spring, traditionally during Homecoming.
Section 2.04 Composition of the Board
- Number of Directors.
The Board shall consist of up to twenty five (25) Directors, all of which shall have voting authority. At a minimum, there shall be fourteen (14) Year-Group Segment Directors representing seven (7) Year-Group Segments and seven (7) At-Large Directors. Pursuant to Article II, Section 2.04 (b)(ii) below, an Executive Officer shall remain a Director through the end of their term as an Executive Officer.
- Terms of Office.
- Directors shall be elected to three (3)-year terms. The Executive Director, Executive Committee and Nominating Committee shall make reasonable efforts to stagger the terms of Directors so that one-third (1/3) of the positions shall expire each year.
- If a sitting Executive Officer is eligible for re-election for their current Director seat, then such Director shall run for re-election to their Director seat. Should such person fail to win re-election to the Board and their term as an Executive Officer has not expired, that Director's term as a member of the Board shall be automatically extended to encompass the term as an Executive Officer. Upon the expiration of the extended term, due to holding an Executive Officer position, the Director must be re-elected to the Board before they are eligible to hold another Executive Officer position.
- Special Vacancies.
- A special vacancy on the Board may arise by any of the following: 1) voluntary resignation by a Director; 2) death or any other impairment prohibiting the Director from completing their term; 3) absence from two (2) consecutive Board Regular Meetings (defined as missing more than 50% of a Regular Meeting); and 4) in case of abusive or scandalous behavior involving a member, a vote for their removal by two-thirds (2/3) of the other Directors present.
- In case of a special vacancy on the Board, other than a normal vacancy occurring because of the expiration of a term of office, the vacancy shall be filled by the Executive Committee, subject to ratification by the Board, whether by phone, mail, or at any Regular Meeting of the Board or at any Special Meeting called for that purpose. Said vacancy shall be filled by a person meeting the eligibility requirements in the class or school wherein the vacancy exists, provided said person is willing to serve. The appointee shall serve only for the remainder of the term, unless elected at the expiration thereof to the Board by the regular membership.
- A vacancy in the office of Chairman shall automatically be filled by the Vice Chair. A vacancy in any other office shall be filled by appointment of the Chair.
Section 2.05 Quorum
A majority of the Directors shall constitute a Quorum.
- BOARD OFFICERS
Section 3.01 Officers
- The Board shall elect from among its membership a Chairman, Vice Chair, Secretary, and Treasurer. The Chairman, Vice Chair, Secretary and Treasurer will be referred to collectively as the "Executive Officers" or individually as an "Executive Officer."
- Any Director who has been on the Board and attended at least one (1) Regular Meeting shall be eligible to be elected as an Executive Officer.
- Elections for any open Executive Office shall be held during the Fall Regular Meeting of the Board. When a new Chair is being selected, election for that office shall be held prior to balloting for other offices, and any candidate for the office of Chair who is not selected may run for another office.
- Each Executive Officer shall be elected to serve a two (2) year term. No person shall hold the same Executive Office for more than two (2) consecutive terms.
- Any Executive Officer who is not re-elected to such office at the Fall Regular Meeting shall nonetheless serve out their term as an Executive Officer until the newly elected Executive Officer is installed on the day following the Fall Regular Meeting.
- All terms for newly elected Executive Officers shall begin on the day after the Fall Regular Meeting and continue through the last day of the Fall Regular Meeting two (2) years later, when new Executive Officers are installed.
- EXECUTIVE COMMITTEE
The Executive Committee shall consist of five (5) members: (1) Chairman of the Association, (2) the Vice Chairman, (3) the Secretary, (4) the Treasurer, and (5) the Executive Director. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess, and may exercise, under the control and direction of the Board, all of the powers of the Board in the management and control of the business of the Association. All action taken by the Executive Committee shall be reported to the Board at its first meeting thereafter, and shall be subject to ratification, revisions, or rescission by vote of the Board. The Executive Committee shall meet at the call of any Executive Committee member, and shall keep a written report of all action taken by it. Action taken by the Executive Committee shall be by vote of record of not less than three (3) of the five (5) members.
- EXECUTIVE DIRECTOR
The Executive Director of Alumni Relations ("Executive Director") shall be the Chief Administrative Officer of the Board and the Association, shall have full control over the day-to-day operation of the Association, and shall be responsible to the Board through its Executive Committee.
- PARLIAMENTARIAN
A Parliamentarian may be nominated by the Chairman and approved by a majority vote of the members of the Board of Directors present. The Parliamentarian's term shall run commensurate with the Chairman's term. The Parliamentarian shall use the latest edition of "Robert's Rules of Order" as a guide and, unless a Director, shall have speaking privileges but no voting privileges. In the absence of a Parliamentarian, the Board may conduct its operations, if agreeable to a majority of the Directors present, in a more relaxed or informal manner. However, when made necessary by circumstances or special issues, or at the direction of the Chairman, the Board shall act consistent with general parliamentary procedure established by "Robert's Rules of Order" or by temporary supplemental rules which may from time to time be adopted.
- STANDING RULES
The Board shall establish standing rules consistent with the Constitution and these Bylaws for the governing management and conduct of the Board and the Association. A standing rule may be revised, repealed, or suspended by an affirmative vote of at least two-thirds (2/3) of the total votes cast upon the question.
- COMMITTEES
Committees--whether standing or temporary--shall be created, modified, or disbanded at the discretion of the Chairman, the Executive Director, or by direction from a vote of the Board. Committee Chairman shall be only regularly elected or appointed members of the Board, and shall be selected in a manner designated by the Chairman, such as direct appointment, election, or other reasonable manner. Committee members shall be Regular Members of the Association. A majority of the members of any regular committee must be Directors.
Special or advisory committees may be created from time to time, and such committees need not have a majority of members from the elected Board.
The duration and charge of a committee may be determined by the Chairman, Executive Director, or by a vote of the Board, and its charge or duration may be extended, modified, or terminated in the same manner.
- PROGRAMS
The Board, or the Executive Director or Executive Committee with the approval of the Board may create, sponsor, develop, operate, or conduct various alumni activities and programs for the interest and advancement of the alumni or for the benefit of the University. Homecoming will be held annually.
- AMENDMENT OF BYLAWS
These Bylaws may be altered, amended, modified, or repealed at any Regular or Special Meeting of the Board by a two-thirds (2/3) vote of all the Directors present, provided notice of such meeting has been provided in accordance with these Bylaws.
STANDING RULES OF THE
ORAL ROBERTS UNIVERSITY ALUMNI ASSOCIATION
(As Amended - April 19, 2008)
The purpose of these standing rules of the Association ("Standing Rules") is to provide ongoing direction for the governance of the Board. All capitalized and defined terms used in these Standing Rules shall enjoy the same meaning as in the Bylaws, unless otherwise specifically noted. These Standing Rules may be modified, revised, repealed, or suspended, as directed by the Bylaws.
While "Robert's Rules of Order" may provide the general standard for the governance of Board meetings, "Robert's Rules" will be superseded by any pertinent Standing Rules, any applicable provisions of the Constitution, Bylaws or by temporary supplemental rules as may from time to time be adopted.
ADMINISTRATION
- All Board minutes shall be made available to any Regular Member who makes a written request of the Association.
- Notice of the availability of Board minutes may be published each time the financial report is published.
- These Standing Rules shall be divided in specific topical headings for organizational purposes to allow easy reference.
ALUMNI BOARD
The attendance of Directors at Regular and Special Meetings may be published in an alumni periodical. In such case, the publication would note only the individual Director's attendance or absence from each session of the Board.
ALUMNI CHAPTERS
- The Chapter Handbook, as adopted and approved by the Board, shall be the official Chapter Handbook for the Association, and may set forth the specific rules and procedures for the chartering of a chapter, chapter offices, the election and duration of chapter officers, and other pertinent information.
- The Chapter Handbook may be subject to review and amendment by a majority vote at any officially called Regular or Special Board meeting.
ALUMNI FUNDS
- The Board is authorized to raise funds to financially support the purpose of the Association as generally set forth in the Constitution, the Bylaws or as specifically directed by the Board.
- An annual financial report shall be prepared and made available to all Directors and to all Regular and Associate Members requesting such information in writing. The annual report shall be kept on file and available to any Regular Member of the Association.
ALUMNI ACCESS CARDS
- Funds collected or received by the Association from the sale of Alumni Access Cards are available for use at the discretion of the Board.
- When a Regular or Associate Member requests in person and pays the specified fee, he or she will be issued an alumni access card that may be used where appropriate, subject to meeting criteria to University rules and regulations.
ALUMNI MAILING LIST
- The Association Office shall have complete access to and use of any and all parts of the Association mailing list containing the most current information of Regular and Associate Members ("Association Mailing List").
- Current Directors shall have access to the portion of the Association Mailing List containing their constituents for the Year-Group Segment they represent or graduated in.
- Individual Schools and Departments of the University may access the portion of the Association Mailing List containing constituents of such School and/or department, subject to approval from the Executive Committee.
- The Executive Committee and Board have discretionary power for other uses of the Association mailing list.
EXECUTIVE COMMITTEE REPORTS
- A semi-annual report reflecting the status, actions, and plans of the Board, Executive Director, Executive Committee, or other committees, may be prepared and presented to the ORU Board of Trustees.
- A copy of such report described above shall be distributed to the Board at least thirty (30) days prior to being presented to the ORU Board of Trustees. Directors shall have ten (10) days to comment on the report and such comments may be used in preparation of the final report presented to the Board of Trustees.
- A copy of the minutes of the Executive Committee meetings shall be provided to current Directors, within forty five (45) days following each Executive Committee meeting.
ALUMNUS OF THE YEAR
Their shall be an "Alumnus of the Year" committee ("AOY Committee"), consisting of at least three (3) Directors appointed pursuant to the Bylaws, who shall annually receive, screen, and recommend nominees to receive "Alumnus of the Year" awards in all, some, or none of the following categories: (1) Distinguished Service to God; and/or (2) Distinguished Service to the Community; and/or (3) Distinguished Service to the Alma Mater.
The AOY Committee will evaluate the nominees for each award based on criteria which could include, but not necessarily be limited to:
- "Distinguished Service to God" - Excellence in fulfillment of Oral Roberts' vision for students to go into "every man's world" through full- or part-time ministry in a church, missions organization, or ministry.
- "Distinguished Service to the Community" - Excellence in serving the community and society, including those outside the kingdom of God, by bringing God's voice, light, and power into their world; and excellence in meeting unique challenges presented by their environment.
- "Distinguished Service to the Alma Mater" - Excellence in their field of service, contributions to the total life of the University, and spiritual impact on students, the ORU community, and fellow alumni. (While nominations in this category may be based in part on outstanding or faithful financial support of ORU, this is not a prerequisite.)
Furthermore, in each category, quality and longevity of service and ministry may be considered, and those who have served "quietly and faithfully" will be on equal footing with those who are widely recognized for their work. Each nominee's life and conduct should reflect Christ's character as revealed in Scripture.
After the AOY Committee has evaluated the nominees, the AOY Committee shall present the full Board with its recommendations for honorees in each, some, or none of the categories at the Regular Meeting preceding Homecoming. Upon presentation, the Board shall either (i) select the award honorees for each category from among multiple nominees presented, and/or (ii) ratify the selection of a single nominee for an award. Selection of an honoree from multiple nominees or ratification of a single nominee shall be determined by a majority vote taken via secret ballot of the Directors present.
The award may be conferred annually during the Homecoming activities, and may include honorees and their spouses.
ELECTION OF OFFICERS
In order to promote continuity of leadership, when the Board is electing a new Chairman, each sitting Executive Officer of the Board of Directors shall automatically be considered a candidate for Chairman, unless such Executive Officer shall decline to stand for election to the Chairmanship. Any member of the Board not serving as an Executive Officer will also be considered if nominated.
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