ALUM-TO-ALUM CAREERCENTER EVENTS STAYCONNECTED ALUMNICOUNCIL NEWS MEMBERBENEFITS

Alumni Association Bylaws

Article I: Purposes The Alumni Association of Johnson & Wales University is constituted by the University for the purpose of providing a means for active and meaningful participation and support by alumni in the life of the University. The Association will operate as part of the University and its activities will at all times be restricted to activities consistent with the University's mission and 501(c)(3) tax exempt status. In no event will the Association or its governing board take any action or adopt any resolution that would impact the resources, reputation, or branding of the University without the express prior written approval of the University. The Association will have no assets, will incur no liabilities, and will have no authority to solicit funds, provided, however, that any member of the Association may participate in University fundraising efforts and campaigns.

Article II: Members of the Alumni Association
2.1 Members Members The members of the Association will be all students and former students of the University who have completed all degree requirements for a Certificate, Diploma, Associate, Baccalaureate, Advanced, or Honorary Degree at the University and such other individuals as the Alumni Council may designate from time to time.

2.2 Elections The members of the Association will elect the Officers of the Association and the Alumni Representatives of the Alumni Council as provided herein. Such elections may be conducted by mail or electronically and the Association will only be required to use reasonable efforts to make ballots generally available to alumni. Any candidate receiving a plurality of the votes cast for the applicable position will be deemed elected. Unless otherwise provided in the ballot, Officers and Alumni Representatives of the Alumni Council elected by the Association will take office on the July 1st following the election. In the event of a tie for a representative position, the Executive Committee of the Alumni Council will vote to break the tie. If there is a tie for an Executive Committee position, the entire council will vote to break the tie.

Article III: Alumni Council
3.1 Purpose The Johnson & Wales University Alumni Council will be the governing board of the Association. Its purpose will be to serve as the principal volunteer leadership organization for the Association in order to assure that its goals, programs, and communications foster the highest levels of engagement to and support of the University by the alumni.

3.2 Number The Alumni Council will consist of not less than ten nor more than twenty-three members, to include (to the extent there are candidate(s) for each position) the following:

The Officers of the Association as follows:
- One graduate of the Alan Shawn Feinstein Graduate School
- One graduate residing near the Providence Campus
- One graduate residing near the Norfolk Campus (for two years after the Campus closure)
- One graduate residing near the Charleston Campus (for two years after the Campus closure)
- One graduate residing near the North Miami Campus
- One graduate residing near the Denver Campus
- One graduate residing near the Charlotte Campus
- One international graduate
- Four graduates of undergraduate programs (any campuses), including to the extent possible:
  One graduate of the College of Business
  One graduate of the Hospitality College
  One graduate of the College of Culinary Arts
  One graduate of the School of Technology
- One University member (appointed by the University)
- One Trustee representative (appointed by the University's Board of Trustees)

3.3 Employees Current University employees (other than adjunct faculty), even if alumni, are not eligible to run for elected office.  Current adjunct faculty and former University employees are not eligible to run for elected office without the prior consent of the Senior Vice President or Vice President responsible for Human Resources at the University.

3.4 Term Except for the initial election, Alumni Representatives will serve a term of two years or until their successors are elected and take office. In the initial election, approximately one-half (2) of the Alumni Representatives, as identified in the ballot, will serve a term of one year. Terms for Officers are set forth in Article IV. The University Member and the Trustee Representative will serve for such terms as their respective appointing bodies may determine. No officer or Alumni Representative may serve more than five consecutive years or more than two consecutive terms in the same position unless there is no other member of the Association willing or able to run for the position in question.  Former members of the Alumni Council may run for and serve additional terms so long as they have been off the Council for at least one year.

3.5 Removal The Alumni Council (upon a vote of three-quarters (3/4) of its members) or the Executive Committee (upon a unanimous vote of its members) will have the power to remove any member of the Alumni Council when, in the judgment of the Alumni Council, such member is unable or unwilling to discharge the duties of his or her office including, without limitation, the duty to attend meetings.

3.6 Vacancies Upon any vacancy in the office of President, the Vice President will become President. Vacancies in the office of University Member or Trustee Representative will be filled by the University or its Board of Trustees, as appropriate. All other vacancies will be filled by the vote of a majority of the members of the Alumni Council then in office and any person thus appointed will serve until a successor is elected by the members of the Association and takes office. The Alumni Council may, in its discretion, hold a special election for any vacancy.

3.7 Meetings The annual meeting of the Alumni Council will take place each spring at the Providence Campus during the first week of May, or as close thereto as is convenient. This annual meeting should include all current members of the Alumni Council, plus those members who have been recently elected and will take office on July 1st. Special meetings of the Alumni Council may be called at the request of the President or the University Member. Special meetings of the Alumni Council may be held in person, by telephone conference call, or electronically. The chair of the Communications Committee will provide reasonable advance notice of meetings to each member of the Alumni Council.

3.8 Quorum and Vote One-half (1/2) plus one of the members of the Alumni Council then in office will constitute a quorum and a majority vote of the members of the Alumni Council present at the meeting will be required to pass a resolution.

Article IV: Officers
4.1 Officers The Officers of the Association will consist of a President, Past President, Vice President, Chairpersons of the standing committees on the Alumni Council (Communications, Events, Programs, and Advancement), and such other officers as the Alumni Council may from time to time determine. All Officers will serve for the terms specified in these bylaws and until their successors are elected and take office. All Officers will have such duties as may be prescribed by the Alumni Council from time to time in addition to the responsibilities set forth below.

4.2 The President Except for the initial election, the President will be the previous year's Vice President if that person is willing and able to serve. Otherwise, the President will be elected by the members of the Association. The President will serve for a term of one year and will preside over all meetings of the Alumni Council and the Executive Committee. The President will lead the Alumni Council in consultation with the University's Center for Alumni in the accomplishment of the Association's objectives.

4.3 The Past President Except for the initial election, the Past President will be the previous year's President. The Past President will serve for a term of one year directly following his/her term as president and will provide advice and counsel to the President. The Past President will chair the Nominating Committee and will prepare the ballot and direct the publishing of the ballot for each Association election on behalf of the Nominating Committee by March 15th of each year.

4.4 The Vice President The Vice President will serve for a term of one year and will succeed to the office of President in the following year if willing and able. The Vice President will act for the President in his/her absence and will chair mutually agreed upon initiatives in consultation with the President. The Vice President will chair the Planning and Bylaws Committee.

4.5 Chairpersons The Chairpersons will serve for a term of two years and may be re-elected for just one additional term. They will attend all meetings of the Alumni Council and the Executive Committee, and will serve as liaisons between the Association and the University on the following matters:

Communications Chairperson — Advice and counsel regarding communications sent to alumni and additional marketing efforts to support the objectives of the Association and the University. The Communications Chair sits on the Editorial Board of the J&W Magazine. In addition, the Communications Chair will record, keep, and mail to all members of the Council the minutes of Alumni Council and Executive Committee meetings.

Events Chairperson — Advice and counsel regarding alumni events at all campuses and the coordination of volunteer efforts in support of those events (i.e. Homecoming, Career Day, Commencement, New York City Alumni & Industry Reception, etc.)

Programs Chairperson — Advice and counsel regarding programs which will promote the Association to its members and programs which will provide a mutual benefit or service to the University and its alumni. The Programs Chairperson will also oversee the Campus Representatives regarding programs implemented on each campus.

Advancement Chairperson — Advice and counsel regarding University advancement efforts and the coordination of volunteer efforts in support of such fundraising activities as directed by the Office of University Alumni Relations

Article V: Committees
5.1 Executive Committee The Executive Committee will consist of the President, Past President, Vice President, Chairpersons of the standing committees on the Alumni Council (Communications, Events, Programs, and Advancement), University Member, and Trustee Representative (as a non-voting member). The Alumni Council reserves to itself alone the power to amend these bylaws. Subject to this limitation, the Executive Committee will exercise the functions of the Alumni Council during the intervals between Alumni Council meetings. The Executive Committee will meet at least twice each year, including one meeting to be held in conjunction with the Annual Meeting of the Alumni Council. Meetings may be held in person, by telephone conference call, or electronically. Meetings may be called at the request of the President or the University Member and the Chair of the Communications Committee will provide reasonable advance notice of meetings to each member of the Executive Committee. The President will preside at all meetings of the Executive Committee. One-half (1/2) plus one of the members of the Executive Committee then in office will constitute a quorum and a majority vote of the members of the Executive Committee present at the meeting will be required to pass a resolution.

5.2 Nominating Committee The Nominating Committee will consist of the Past President, the University Member, and up to five members of the Association selected by the Executive Committee. The Nominating Committee will solicit potential candidates from the Association for positions as Officers and Alumni Representatives, taking into account such factors as prior involvement in alumni activities and the commitment of each candidate to attend meetings as provided in these bylaws. The Nominating Committee will prepare and distribute the ballot to the members of the Association by March 15th of each year for Officers and Alumni Representatives to take office the following July 1st. Meetings will be called by the Past President who will preside at all meetings. Meetings may be held in person, by telephone conference call, or electronically.

5.3 Planning and Bylaws Committee The Planning and Bylaws Committee will consist of the Vice President, the University Member, and up to five members of the Association chosen by the Executive Committee. The Planning and Bylaws Committee will develop and recommend to the Alumni Council long and short range goals for the Association and will periodically review and suggest revisions to the bylaws as needed. Meetings will be called by the Vice President, who will preside at all meetings. Meetings may be held in person, by telephone conference call, or electronically.

5.4 Standing Committees The Alumni Council shall have the following standing committees: Communications, Events, Programs, and Advancement. Each committee will consist of its respective Chair and up to five members of the Association appointed by the Chair and approved by the Executive Committee. Meetings will be called by the Committee Chairpersons, who will preside at all meetings. Meetings may be held in person, by telephone conference call, or electronically.

5.5 Other Committees The President, after consultation with the Executive Committee, or the Alumni Council, may appoint other committees as needed. Any such committee will be assigned a specific purpose, goal(s) to accomplish, and dates for completion.

Article VI: Amendments to Bylaws These bylaws may be amended by a vote of three-quarters (3/4) of the members of the Alumni Council then in office, provided, however, that Article I of these bylaws may not be amended without the express prior written consent of the University.

© 2002 Johnson & Wales University. All rights reserved.