Walla Walla University Alumni Association Constitution and Bylaws

ARTICLE I: Name and Place of Business shall be: Walla Walla University Alumni Association. Its principal place of business shall be: Havstad Alumni Center, 20 SW 4th Street, College Place, Washington.

ARTICLE II: Purpose
校友会的目的是鼓励校友支持沃拉沃拉大学及其宗旨和目标.

It provides alumni with opportunities for a continued relationship with the University community.

To fulfill this purpose, the Association has the following goals:

• To inform and educate alumni about the University;
• To preserve the heritage of the University;
• To promote a sense of “family” with alumni as champions of the University;
• To promote loyalty and commitment through involvement in Association-sponsored events;
• To monitor and respond to alumni opinion;
• To publish alumni news;
• To encourage financial support of the University;
• To aid in student recruitment and retention;
• To involve currently enrolled students through the Alumni Student Connection (see Article X);
• To build an active and influential volunteer base.

ARTICLE III: Membership
The following are classes of membership of the Alumni Association:

Regular Members – Anyone who has been a student, faculty member, administrator or a staff member at Walla Walla University, Walla Walla College, Portland Sanitarium and Hospital, or College Place Trade School shall be a regular member. He/she shall be entitled to all the privileges of the Alumni Association and have voting rights. 正式成员有资格担任选举职位，但目前在沃拉沃拉大学工作的成员除外.

 

Honorary Members – All recipients of honorary degrees from Walla Walla University, 凡对沃拉沃拉大学作出有价值服务并经校友会推选为校友会荣誉会员的人士，均为荣誉会员. They shall be entitled to all the privileges of the Association, except that of holding elective office.

Membership in the Alumni Association shall be for life.   

ARTICLE IV: Powers

A. The powers of the Alumni Association shall be vested in the Alumni Board.

B. The Alumni Board shall have the power to conduct, manage, and control the affairs and business of the Alumni Association as it may deem best, but not inconsistent with the Constitution and Bylaws, the Articles of Incorporation, or the laws of the State of Washington.

C. The Alumni Association shall possess the following powers:

1. 在与校友会主要目标有关的信托下担任受托人，并收取, hold, administer, and expend funds and property subject to such trust and to the parameters stated in B above;
2. To receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and otherwise to acquire and hold all property real or personal, including shares of stocks, bonds, and securities of other corporations or individuals;
3. To convey, exchange, lease, mortgage, encumber, transfer upon trust or otherwise dispose of all property, real or personal;    
4. To enter into contracts;   
5. To borrow money, contract debts, and issue bonds, notes, and debentures, and secure the same;  
6.  为管理校友会的事务及达致校友会的宗旨而采取其他必要或适当的行动.

ARTICLE V: Administration
Section 1: The Alumni Association Board

A. Membership-The Alumni Board shall consist of 13 members as described below, each of whom shall have one vote:

1. Five elected officers, namely:
   1. Board Chair
   2. President
   3. President Elect
   4. Secretary
   5. Treasurer
2. Six members elected from among the members of the Alumni Association
3. Two ex officio members from the Walla Walla University administration, namely:
   1. WWU Vice President for University Advancement
   2. WWU Director of Alumni Relations
   3. Ex officio members shall serve during their term of administrative office at Walla Walla University.

B. Duties

1. To conduct, manage, and control the affairs, business, and property of the Alumni Association;
2. To encourage, establish, and control trusts;
3. 按符合校友会章程的条款及条件取得校友会的产权及特权;
4. 管理哈夫斯塔德校友中心的日常事务，确保其顺利运作，符合协会和大学的目标
5. To remove any officer or Board member for adjudicated criminal misconduct or egregious moral misconduct, or negligence in performance of Alumni Board duties. A two-thirds majority vote of the Board members voting shall be required to take this action.
6. 委任校友会成员代替不能完成其任期的校友会成员(见第5条), Section 4, D).  
7. To attend and participate in the annual Alumni Association business meeting; 
8. To appoint committees as needed and as required by this constitution;
9. To cooperate with the establishment of chapters, units or other branches of the parent organization.

C. Meetings

1. The Board shall meet at the call of the Board Chair at such time and place as the Chair shall appoint, with a minimum of two meetings per year.
2. The first meeting of the Board shall be held within 120 days after July 1.
3. 应在定期会议或特别会议召开前至少10天书面或口头通知每位董事会成员.

Special meetings of the Board may be called at any time by the Board Chair.

出席任何定期召开的董事会会议的董事会全体成员的过半数即构成处理业务的法定人数.

Section 2: The Alumni Association Officers

A.  Officers and Their Duties

1. Alumni Board Chair

It shall be the duty of the Board Chair:

• a. To call and to preside over all regular and special meetings of the Alumni Board;
• b. To call special meetings of the Board when necessary;
• c. To serve as a member of the Executive Committee;
• d. To assist the Alumni Association President in such duties as may be requested.

2. President

It shall be the duty of the President:a. To call and to preside over all meetings of the Alumni Association and the Executive Committee;b. 应校友会或75名校友会正式会员的书面要求，召集和主持校友会的特别会议. To annually appoint a parliamentarian, with the consent of the Executive Committee, for all meetings of the Alumni Association;d. To preside at meetings of the Alumni Board in the absence of the Board Chair;e. To monitor and support the implementation of resolutions and actions of the Alumni Board;f. To conduct Alumni Association business and activities in harmony with the Constitution and Bylaws;g. To serve as a member of the Endowment Trust Fund Committee;

与校友关系总监合作，制定校友会的战略规划，组织和协调校友归校活动, chapter meetings, and other alumni activities. The President shall make an annual report to the Alumni Association in business meeting.

3.     President Elect
It shall be the duty of the President Elect:a. To become familiar with the duties of the Alumni Association President;b. To perform the duties and exercise the powers of the President in the absence of the President;c. To serve as a member of the Executive Committee and the Alumni Board;d. To assist the Alumni Association President in such duties as may be requested.

4.    Secretary
It shall be the duty of the Secretary:a. To serve as a member of the Executive Committee and the Alumni Board;b. To be responsible for recording the minutes of meetings of the Alumni Board, the Executive Committee, and the Alumni Association;c. To ensure that there is a permanent record of all Alumni Board, Executive Committee, and Alumni Association minutes in the Alumni Association office. To assist the Alumni Association President as may be requested.

5.    Treasurer
It shall be the duty of the Treasurer:
a.    To serve as a member of the Executive Committee, the Alumni Board, and the Endowment Trust Fund Committee;

b.    To have custody of and account for all Alumni Association funds, and to monitor all transactions to ensure they follow the approved internal audit procedures;

c.    To prepare monthly financial reports for every Alumni Board meeting, the Executive Committee, and the Alumni Business meeting.

d.    To prepare quarterly investment reports for the Endowment Trust Fund Committee;   

e.    To prepare required federal and state tax forms.

Section 3: Election of Alumni Association Officers and Board Members
Each year the Alumni Association shall elect from the list of nominees (see A, 3 below) a President Elect and two elected Board members. In addition, the Association shall elect a Secretary and a Treasurer in alternate years.                                                    

A.  Nominations   
1.    Nominating Committee guidelines shall be reviewed annually by the Alumni Association Board.   

2.    执行委员会每年应任命一个七人提名委员会，并指定主席.  Other Nominating Committee members will be regular members of the Alumni Association, but no more than two may be Alumni Board members.  In addition to the seven committee members, the Alumni Director shall also serve on the committee as a non-voting member. In making appointments, the Executive Committee shall give due consideration to balance in gender, graduation era, field of expertise, etc.

3.    The Nominating Committee will normally choose two nominees for each elected office or board position.

4.    提名委员会的最终报告须提交执行委员会及校友会理事会.

B.   Voting
校友会官员及校董会成员的选举须以邮寄或电子邮件方式进行. To be counted, 选票必须是保密和可识别的，并在4月15日之前由选举委员会收到.

C.   Election Board
The Nominating Committee shall serve as the election board. The nominee who receives a plurality of the votes cast for an office shall be elected to such office. The Election Board shall count the ballots and certify the election results.

D.    Tie Votes
当两名候选人获得相同票数时，校友会应投票打破平局.

第4条:任期所有新当选的官员和董事会成员应于7月1日开始各自的职责.

The President Elect shall serve a three-year term. However, he/she will serve one year as President Elect, the next year as President, and the third year as Alumni Board Chair. The Secretary and Treasurer shall serve staggered two-year terms. All elected Board members shall serve three-year terms. 校董会须委任一名校友会正式会员，代行未能完成任期的民选官员或校董会成员的任期(见第五条), Section 1, B, 4 and 5).

Section 5: The Executive Committee
A.    Membership The Executive Committee shall consist of seven members as described below, 除世界大学校友关系主任无投票权外，每位委员均有一票投票权.

       1. Five elected Alumni Association officers, namely:

a.    Board Chair
b.    President
c.    President Elect
d.    Secretary
e.     Treasurer

      2.  Two Walla Walla University Employees, namely:

a.    WWU Vice President for University Advancement
b.    WWU Director of Alumni Relations

Duties
1.    执行委员会负责校友会和哈夫斯塔德校友中心的日常运作. Its transactions shall be reported at the next meeting of the Alumni Board.

2.    The Executive Committee shall have the power to appropriate funds, not to exceed $5000 annually, for routine current expenses including the routine maintenance of Havstad Alumni Center Guest Motel.

3.    Other appropriations and contract obligations may be made only with the approval of the Alumni Board. The Executive Committee shall appoint any committees needed to conduct routine business.

Meetings
1.    执行委员会应校友会主席召集，会议时间及地点由校友会主席指定, with a minimum of six meetings annually.    

2.    应在任何会议召开前至少48小时书面或口头通知执行委员会的每一位成员.    

3.    出席任何定期召开的执行委员会会议的四名成员构成处理业务的法定人数.

ARTICLE VI: Director of Alumni Relations
A.    大学行政当局须委任一名校友关系主任，与校友会协商.

B.    校友关系总监是大学的员工，其职责在大学与校友委员会协商后制定的职位描述中进行概述.

C.    校友关系总监负责大学与校友会理事会和执行委员会之间的联络.

D.    校友关系总监是校友会董事局及执行委员会委任的所有委员会的成员或观察员. 校友会每年会就校友会关系主任的工作表现，向大学发展副校长作出检讨.

Article VII: Financial Matters
The Association Treasurer shall have custody of and account for all Alumni Association Funds.

Section I: Alumni Association General Funds
校友会经费可用于校友会的营运费用，如招待费, capital improvements, asset depreciation, scholarships, and other miscellaneous items involved in the operation of the Association. 

Members of the Executive Committee are authorized to sign contracts, checks, and legal obligations in accordance with the Board approved internal audit procedures.

校友会职员及校董会成员任职时，除秘书及司库外，不获校友会发薪或酬金.  These two positions will be paid a stipend as determined annually by the Alumni Association Board.

Section 2: Helen Wineberg Kendall Alumni Association Endowment Trust Fund
根据华盛顿州有关捐赠基金的法律，捐赠信托基金的本金应永久保持为由校友会拥有和管理的独立基金. (See Appendix A)

The Endowment Trust Fund shall be invested by the Alumni Association entirely independently.

The Endowment Trust Fund shall be administered by an eight-member committee, which shall be appointed by the Alumni Board. 校董会须委任六名校友会正式成员，由七月一日起，任期三年. The Alumni Association President and Treasurer shall be ex officio members of the committee. The committee will annually elect a chair from its membership and appoint a secretary. (See Appendix A, B)捐赠信托基金的投资指引应由校友会决定，并每年审查一次. The committee shall manage, invest, and reinvest the Endowment Trust Fund, shall collect the income thereof, 并须根据校友会投票通过的有关基金的条款和条件处置净收入. The committee shall make an annual report to the Alumni Board. 董事会的批准将构成委员会对会计中所载所有事项的完全履行.
 

Section 3: Alumni Association Scholarship Funds
该协会的奖学金获得者将按照沃拉沃拉大学选择其他奖学金获得者的程序进行选择. 由校友会执委会指定的校友会代表须与校方人员合作，确保校友会指定奖学金的发放按照捐款人制定的准则进行.

A.    校友会的一般奖学金将根据校友会制定的准则颁发.

Section 4: University Funding
A.    据了解，沃拉沃拉大学为与校友会合作的大学员工提供工资和福利等费用的运营资金，并为这些员工提供必要的办公用品和设备. In addition, 大学计划和资助选定的校友活动，包括年度活动，包括年度返校节.

B.    沃拉沃拉大学为哈夫斯塔德校友中心的运营提供资金，这在一份单独的可续签协议中有所概述.

Section 5: Indemnity
Each director, officer, board, 委员会成员应得到赔偿，并免于因其活动而提出的索赔. For this purpose, the following principles shall be followed:

This indemnification shall be interpreted broadly, consistent with state law as it applies for the benefit of non-profit board members.

此赔偿应包括会员因任何法律诉讼而产生的费用和开支.
本赔偿的目的是为了尽量减少会员代表校友会参加的任何财务风险.

This indemnification shall not apply to intentional misconduct, negligence, or the knowing violation of a law.

此赔偿不适用于会员个人经济利益的范围，除非该利益在充分披露后得到整个校友会董事会的批准.

ARTICLE VIII: Alumni Association Meetings
A.    A business meeting shall be held annually during Alumni Weekend.

B.    校友会主席将召集和主持校友会的所有例会和特别会议.

C.    定期会议和特别会议的通知应至少在会议前30天邮寄给每位会员.

D.    出席校友会定期或特别会议的五十名会员，即构成处理事务的法定人数.

校友会主席任命的议员将出席校友会的所有会议(见第五条), Section 2, A, 2, c).所有校友会会议的议程将在会议前21天在哈夫斯塔德校友中心或大学网站上公布.

ARTICLE IX: Chapters
A.    The Board shall have power to establish, develop, 并协助分会或其他分支机构在整个美利坚合众国和任何外国或地区.

B.    校友会的正式会员有权组织分会或其他分支机构, with the approval of the Board, 选举管理人员，并做其他必要的事情，以促进该分会的利益.

C.    A chapter or other subdivision, with the approval of the Board, 是否可以使用“沃拉沃拉大学校友会”的名称，并在其上加上恰当地表示该分会或分部的名称.

ARTICLE X: Alumni Student Connection
校友学生联系的目的是帮助在校学生(校友住校)按照自然的进程成为活跃的校友，他们将继续过去的传统，并丰富对未来的承诺.

All current students of Walla Walla University shall be members of the Alumni Student Connection.

The Alumni Student Connection shall provide ongoing opportunities for alumni and students to interact.

The Alumni Student Connection shall be financed in a significant amount through independent fund raising.

ARTICLE XI: Amendments
A.    校友会章程及细则的修订可由校友会董事会通过决议或由至少75名正式会员签署的请愿书提出.

B.    Voting on proposed amendments to the Constitution and Bylaws by members of the Alumni Association may, at the discretion of the Board, be either by mail-in ballots, or ballots cast at a business meeting of the Association with a quorum present (see Article VIII,D). 

All amendments must be ratified by at least a two-thirds majority of the members voting.

ARTICLE XII: Rules of Procedure
公司章程和本章程未涵盖的所有程序事项均应受当前版本的《澳门真人官网赌场》管辖和控制.

Constitution per Alumni Association Business Meeting on April 29, 2007 & subject to vote.

APPENDIX A
REVISED CODE OF WASHINGTON
Chapter 24:44

The Uniform Management of Institutional Funds Act includes the following:

A.   24.44.030        Investment Authority

      24.44.040        Delegation of Investment Management

      24.44.050        Standard of Conduct

      And the following:

      24.44.060        Release of Restrictions on Use or Investments

1)适用赠与文书对机构资金使用或投资的限制可以解除, entirely or in part, by the governing board with the written consent of the donor.

2)       If consent of the donor cannot be obtained by reason of the death, disability or unavailability, or impossibility of identification of the donor, upon application of the governing board, 适用赠与文书对机构资金使用或者投资的限制可以解除, entirely or in part, 由上级法院在合理通知司法部长并有机会听取他的意见后发出命令, and upon a finding that the restriction on the use or investment of the fund is obsolete, inappropriate or impracticable. 本款项下的豁免不得将捐赠基金变更为非捐赠基金的基金.

B.    24.44.050          Standard of Conduct

In the administration of the powers to appropriate appreciation, to make and retain investments, and to delegate investment management of institutional funds, 董事会成员应在采取行动或作出决定时的普遍事实和情况下，行使一般的业务谨慎和审慎, 在这样做时，他们应考虑机构在实施其教育时的长期和短期需求, religious, charitable, or other eleemosynary purposes, its present and anticipated financial requirements, expected total return on its investments, price level trends, and general economic conditions.