Article I

The Association shall be known as Clark University Alumni Association.

Article II

The purpose of the Association shall be to promote general welfare of Clark University by an advised and informed alumni body; to foster a close association among its alumni, former students, current students, faculty, trustees, friends, and administrators; to provide a forum for the expression of alumni sentiment and the formulation and exchange of ideas and programs to be put forth in the name of the alumni; to serve as the medium of communications between the University and the alumni collectively; to promote alumni participation and communication with the Universityís constituencies; and to play an active role in the fund-raising activities of Clark University.

Article III

Section 1- Classification

There shall be ACTIVE, ASSOCIATE, and HONORARY members.

1. All persons who shall have received a degree in due course from Clark University shall be ACTIVE members.

2. All persons who shall have attended Clark University for two years or its equivalent, without receiving a degree in due course, shall be ASSOCIATE members (ALMNS status).

3. Any member of the Faculty of Clark University, not otherwise a member, shall be an Associate member during the period of his/her service upon the Faculty.

4. All persons who shall have received Honorary degrees from Clark University, and are not already Active members, shall be HONORARY members.

Section 2 ñ Elected Members

1. Any Associate member may be elected an Active member by a two-thirds vote of the seated Executive Board.

2. Any person attending at least one class at Clark University, without receiving a degree in due course, may be elected an Associate member by a two-thirds vote of the seated Executive Board.

3. The Executive Board may, by a two-thirds vote of its seated members, elect any person an Honorary member.

4. The membership of any Active, Associate or Honorary member elected by the Executive Board may be rescinded by a two-thirds vote of the Alumni Association members present at the Annual Meeting.

Section 3 ñ Rights of Members

1. Active members alone shall have the right to hold office.

2. Associate members shall enjoy all privileges of the Association except the right to hold office and the right to vote in the election for the Alumni-Elected Trustee.

3. All persons receiving an Honorary degree from Clark University shall enjoy all privileges of the Association except the right to hold office.

4. Honorary members elected by the Executive Board shall enjoy all privileges of the Association except the right to hold office and the right to vote in the election for the Alumni-Elected Trustee.

Section 4 ñ Fees and Assessments

No member shall be subject to membership fees or assessments without his/her consent.

Article IV

Section 1 ñ Titles and Terms

The officers of the Association shall consist of a President, a President-Elect, an Executive Chair and the Immediate Past President.

1. The term of the President shall be for two years, beginning at the Annual Meeting of the Association at which they are elected.

2. The term of the President-Elect shall be for two years, beginning at the Annual Meeting of the Association of which they are elected. At the conclusion of their term as the President-Elect, the President-Elect will become President for a two-year term.

3. The term of the Executive Chair shall be for three years, beginning at the Annual Meeting of the Association at which they are elected. The Executive Chair may be re-elected for no more than two additional consecutive three-year terms as Executive Chair.

4. The Immediate Past President shall serve for a two-year term, immediately following their term as President.

Section 2- Nomination Process

The officers shall be nominated by the Nominating Committee, approved by the Executive Board and then elected by the Alumni Association at the Annual Meeting coinciding with the expiration of the officerís term.

Section 3 - Duties of Officers

1. The President shall preside over the meetings of the Association, the Executive Board and the Alumni Board of Volunteers. He/she shall perform such other and further duties as may be provided herein or delegated to him/her hereunder. Following his/her term of office, the President shall continue to serve on the Executive Board and Nominating Committee for two more years as the Immediate Past President.

2. The President-Elect shall act for the President in the latterís absence or incapacity. The President-Elect shall serve as the chair of the Nominating Committee and serve as a liaison to the Clark Fund. In the absence of such designation, the Executive Board shall appoint a President-Elect to act.

3. The Executive Chair shall coordinate all standing and ad hoc committees of the Association. The Executive Chair will be responsible for collecting all committee reports and distributing them to the Association however the Executive Board feels proper. In the absence of such designation, the Executive Board shall appoint an Executive Chair to act.

4. The Immediate Past President shall be the liaison between the Executive Board and the Past Presidents of the Alumni Association. The Immediate Past President will also chair ad hoc committees as they become necessary (i.e. Strategic Planning Committee)

Article V

Section 1- Purpose

The Executive Board shall be the primary executive body of the Alumni Association. The Executive Board shall make the final recommendations to the Director of Alumni Affairs on matters of policy, programs, services, and communications as they relate to the Alumni Association.

Section 2 - Membership

The Executive Board shall consist of the officers of the Association, the immediate Past President, the chairs of all Standing Committees, one student representative, one faculty representative and such other members of the Association as may be appointed by the officers, in consultation with the Director of Alumni Affairs.

1. Chairs of the Standing Committees will be appointed to three-year terms by the President in consultation with the Nominating Committee and the Director of Alumni Affairs. These appointments may be renewable at the discretion of the President. For the purposes of voting and quorum, a Standing Committee Chair is considered ìseatedî if held by a member of the Alumni Association and is not vacant.

2. The Student Representative will be appointed by the President of the Alumni Association in consultation with the Dean of the College and the Director of Alumni Affairs.

3. The Faculty Representative will be appointed by the President of the Alumni Association in consultation with the Provost and the Director of Alumni Affairs.

4. The membership of the Executive Board may not exceed 30 individuals.

Article VI.

1. The Standing Committees of the Association shall include: Admissions, Alumni Clubs, Alumni Programs, Clark Fund, COPACE, Graduate Studies; Graduate School of Management, Nominating, Student Outreach and Technology. Standing Committees can be added or dissolved by a two-thirds vote of the seated Executive Board.

   1. Admissions

   2. Alumni Communities

   3. Alumni Programs (includes awards and mentors)

   4. Clark Fund

   5. COPACE

   6. Graduate Studies

   7. Graduate School of Management

   8. Nominating

      1. The three Officers of the Association and the immediate past President, shall be members of the Nominating Committee. The President of the Association, in consultation with the Executive Board shall appoint up to 8 additional members of the Nominating Committee. The Nominating Committee must consist of no less than 6 people and no more than 12.

   9. Student Outreach

   10. Technology

2. Committee membership may include any member of the Alumni Association. All committee members will also be a member of the Alumni Board of Volunteers.

3. The Executive Board, in consultation with the Director of Alumni Affairs, may at any time create an ad hoc committee in response to issues affecting the Alumni Association. The chair of any ad hoc committee created shall not automatically become a member of the Executive Board.

4. Committees should meet as many times as necessary to complete required business.

Section 3 - Meetings

The Executive Board shall meet at least four times a year. Quorum is one over half of the seated Executive Board members. It shall report to the Alumni Board of Volunteers at all Alumni Board of Volunteers meetings as well as make semi-annual reports to the Association however they deem probably and most effective.

Article VII

Section 1 - Purpose

The Alumni Board of Volunteers shall act for the Association in all matters not specifically conferred upon the officers and the Executive Board under these Bylaws. It shall make recommendations to the Executive Board and the Director of Alumni Affairs on matters of policy, programs, services, and communications as they relate to the Alumni Association. It shall perform the other duties specifically delegated to it under these Bylaws.

Section 2- Meetings

The Alumni Board of Volunteers shall meet at least two times each year at Clark University and shall report its actions to the Association annually. Quorum for the Alumni Board of Volunteers is 20 active members.

Section 3 - Membership

The Alumni Board of Volunteers shall consist of no less than thirty-five active members of the Association, plus the officers of the Association. Alumni Board of Volunteers members will include the Officers of the Association, the Executive Board and all active alumni volunteers. The Alumni Board of Volunteers should be representative of the Alumni Association and all its alumni volunteer organizations and include alumni with undergraduate and graduate degrees as well as alumni representing COPACE, GSOM and other important areas of the University. In addition all reasonable efforts shall be made to ensure that the Alumni Board of Volunteers is representative of the members of the Association by class and by geographic location.

Article VIII

Section 1 ñ Open Vacancies

Any vacancies in the offices of the Association or its committees may be filled by appointment by the President and confirmation by the Executive Board. The term of appointment will begin upon confirmation and will expire at the final adjournment of the Annual Meeting of the Association at which a successor is elected to fill such vacancy. Individuals who are appointed to fill vacancies may be eligible to a full term following their initial appointment.

Section 2- Removal

When any officer of the Association, member of the Alumni Board of Volunteers, or a Committee member shall, in the judgment of the Executive Board, become incapable of discharging the duties of his/her office or otherwise, shall neglect or refuse to perform such duties, he/she may be removed from such office or duties by a two-thirds vote of the Executive Board.

Section 3- Additional Provisions

Any provisions necessary for carrying out this Article and not set forth herein shall be enacted by the Executive Board.

Article IX

Section 1- General Purpose

The Nominating Committee of the Executive Board put forward nominations for the purpose of electing one Alumni member annually to the Corporation known as the ìTrustees of Clark University.î The Alumni member shall be elected with the qualification and authority, at the times, and in the manner which statutes of the Commonwealth of Massachusetts and the Bylaws of said Corporation may, from time to time, provide.

Section 2 ñ Eligibility and Terms

One Alumni Member shall be elected each year by and from the membership of the Clark University Alumni Association for a term of six years from July 1 next following his or her election. No Alumni Member shall be eligible for reelection by the alumni within one year after the expiration of his or her term of office, except as hereinafter provided.

Section 3 ñ Qualifications of Alumni Members

One of the Alumni Members shall always be a person who holds a graduate degree from the University, and each of the other Alumni Members shall be a person who holds any earned degree from the University.

Section 4 - Nomination

Prior to February 1 of each year, the Alumni Association of the University shall nominate three candidates for each office of Alumni Member to be filled, with the approval in each case of a majority of all then serving regular members of the Corporation.

Section 5 ñ Conduct of Elections

A printed ballot for the purpose of election shall be prepared by the Director of Alumni Affairs. Such ballots shall contain the names of persons nominated as aforesaid in counterbalanced order so that the name of each candidate appears an equal number of times in each position on the ballot. The ballot shall state as to each nominee the degrees received from Clark University, the years such degrees were awarded, his or her residence and occupation, and such other information as the Executive Board of said Alumni Association may prescribe. The ballot shall be mailed to all members of said Association entitled to vote, not later than May 1, and each such member of the Alumni Association may vote for one of the three candidates for each office to be filled. The ballot, when marked, shall be signed by the voter and shall be returned to the Executive Board of said Alumni Association on or before May 15. The candidate for Alumni Member receiving the highest number of votes for the office to which nominated shall be declared elected thereto.

Section 6 - Voters

All persons who hold a degree conferred in regular course by Clark University, and all persons who have received an honorary degree from the University, and no others, shall be entitled to vote.

Section 7 ñ Vacancies of Alumni-Elected Trustees

If a vacancy occurs in the office of any Alumni Member, it shall be filled for the unexpired term by vote of a majority of the members of the Alumni Associationís Executive Committee of Clark University, with the approval of a majority of all regular members of the Corporation. An Alumni Member so elected shall be eligible for election by the Alumni Association to a term of six years, or any portion thereof, immediately following the expiration of such term of office.

Article X

Section 1- Annual Meeting

The Annual Meeting of the Association shall be held in Worcester, Massachusetts on Saturday of the Commencement Week unless the Executive Board shall designate another day. It shall be held at such time and place as the Executive Board may appoint. All Officers and Committees shall report at this meeting, elections and appointments declared, and such other business transacted as may properly come before the meeting.

Minutes of the meetings and Committee reports shall be available to members of the Alumni Association.

Section 2- Special Meetings

Special meetings of the Association may be called by the President, and shall be called by him/her upon vote of the Alumni Board of Volunteers, the Executive Board, or upon the written request of no less than fifty members of the Association duly filed with the Director of Alumni Affairs. Notice any special meeting shall be given to the membership in the manner provided for an Annual Meeting.

Section 4- Quorum

A Quorum at a meeting of the Association shall be thirty members.

Article XI

A member of the Administrative staff of the University shall be recognized as the official on-campus representative of the Alumni Association (the ëDirectorí). The Director shall act a liaison between the President of the University and the Association.

The duties of the Director of Alumni Affairs shall include the maintenance of the records of the Association, providing assistance to the various officers and standing committees of the Association, and performing such other duties to further the interests of the Association and the University as the Executive Board and the Alumni Board of Volunteers may request. A summary of the work of the Director of the Alumni Affairs in connection with the activities of the Association shall be made not less than annually to the Alumni Association. This review shall be made available to the president of the University.

Article XII

Section 1

These Bylaws may be amended by a two-thirds affirmative vote of the Executive Board or by a two-thirds affirmative vote of the Active members of the Association present and voting at the Annual Meeting. Any notice of an Annual Meeting or an Executive Board meeting at which these Bylaws are proposed to be amended shall include notice of such proposed action.

Section 2

Notice of any amendments, adopted by the Executive Board shall be sent to the members of the Association upon their written request and shall be provided to the members of the members of the Association at the next Annual Meeting.