Wentworth Alumni Association By-Laws Alumni Programs: Wentworth Institute of Technology

Wentworth Alumni Association By-Laws

Article I: Name and Location

Section 1: The name of this organization shall be the “Wentworth Alumni Association, Incorporated.”

Section 2: Wentworth Alumni Association, Inc. is a nonprofit corporation chartered in 1927 under the Laws of the Commonwealth of Massachusetts.

Section 3: The Principal Office of the corporation is located at Wentworth Institute of Technology in the city of Boston, County of Suffolk, State of Massachusetts.

Article II: Board Mission

Section 1: The mission of the Wentworth Alumni Association, Inc. is to align its goals and objectives with the Office of Alumni Relations (OAR) while encouraging a philanthropic culture among students, faculty, staff, and alumni. The Alumni Board will support the initiatives of the OAR, the Alumni community and work collaboratively with them to ensure that mutual goals are achieved. This includes the identification of candidates for future Board membership.

Section 2: In the event of the dissolution of Wentworth Alumni Association, Inc. (WAA), the assets remaining after payment of the debts and liabilities of the Association shall be distributed to the scholarship funds of Wentworth Institute of technology for educational purposes.

Section 3: Any reference to Wentworth Institute, WIT, Wentworth, or Institute in this document shall mean Wentworth Institute of Technology. Any reference to Alumni Association, Association, Board, or WAA in this document shall mean the Wentworth Alumni Association, Inc.

Article III: Effective Date

Section 1: These Bylaws shall become effective immediately upon their adoption on Tuesday, September 11, 2012.

Article IV: Membership

Section 1: There shall be three classes of membership of the association: Active, Associate, and Advisory. An Active member of the Association must have successfully completed a course of study at Wentworth culminating in the granting of a degree or its equivalent, and may hold elective office within the Association. An Associate member does not hold elective office within the Association, but is part of the Association as Alumni of the Institute. An Associate member must have completed one semester of study or its equivalent at Wentworth. An Advisory member can be Wentworth constituents including members of the faculty and administrative staff of the Institute. Associate members and Advisory members cannot hold elective office.

Section 2: Within the membership of the Alumni Association shall be an Alumni Board of Directors. The Board of Directors will act on behalf of the Association, and be made up of Active members.

Article V: Officers

Section 1: The Officers of the Association shall hold the positions of, President, First Vice President, Second Vice President, Secretary, Treasurer, and the Immediate Past President. No persons except Active members of the Association may hold Executive Officer positions. The Executive Officers Committee may, at their discretion, make decisions without going to the full board on behalf of the board between regular board meetings as necessary. Any decisions made will have a majority vote and be documented by the Executive Officer’s Committee.

Section 2: The President shall be the executive officer of the association and shall serve as the Chair of the Board of Directors. He or she shall be elected at the Annual Meeting of the Association for the term of one year and may succeed him or herself but once. The President’s roles and responsibilities include:

Assists First Vice President on the Long-Range Planning Committee
Serves on the Permanent Funds Committee
In conjunction with the then current Board treasurer, oversees the Association’s accounts and is responsible for co-signing all Association checks.
Serve as an ex-officio member of the Wentworth Board of Trustees, at their discretion
Acts as a liaison between the office of Alumni Relation and the Association
Sets meeting schedules and agendas for all Board meetings
Represents the Alumni Association at official Wentworth Events

Section 3: The First Vice President in the absence of the President shall perform the duties of the President. The First Vice President shall be elected at the annual meeting for the term of one year. His or Her duties include:

Chairs the Long Range Planning Committee
Is responsible for keeping minutes and all pertinent documentation pertaining to the Long Range Planning Committee

Section 4: The Second Vice President shall also be elected at the Annual Meeting for the term of one year. His or her duties include:

Chairs the Awards committee
Responsible for keeping all Awards Committee documents and meeting minutes
Serve on the Long Range Planning Committee

Section 5: The Secretary of the Association shall be elected at the Annual Meeting for the term of three years, and be sworn to the faithful performance of his or her duties. The Secretary will continue in office until his or her successor is elected. He or she shall act as Secretary of the Board of Directors of the Association in which capacity he or she shall:

and submit meeting minutes and notices to the Board of Directors
Prepare and forward all board correspondence to the office of Alumni Relations for Distribution
Maintains attendance at meetings, and committee records
Cooperates with the Treasurer in filing all required reports to relevant government agencies
Keeps records of the Associations activities
Is responsible for tracking balloting from the Annual Meeting of all Board member’s term lengths

Section 6: The Treasurer of the Association shall be elected at the Annual Meeting for the term of three years. The Treasurer shall have such roles and responsibilities as follows:

Keeps accurate accounts of funds, including trust funds of the Association
In conjunction with the then current Board president, oversees the Association’s accounts and is responsible for co-signing all Association checks.
Provide an annual review of the Association’s invested funds and presents findings to the Executive Board and board of Directors, presented at the WAA Annual Meeting
Furnish the Board with detailed statements thereof at least quarterly
Prepares and ensures that all necessary financial filings are complete and on time
Is responsible for passing on all financially related documents at the end of his or her term.
Writes checks, pays bills as directed by the Board of Directors
Chairs the Trustees of Permanent Funds Committee
Serves on the Long Range Planning Committee

Section 7: The Immediate Past President is not elected at the Annual Meeting, but automatically fills its position when the Current Presidents term is up. The Immediate Past President shall hold its term for one year, and may succeed him or herself but once. His or her responsibilities include:

Chairs the Nominating Committee
Serves on the Long Range Planning Committee.

Article VI: Board of Directors

Section 1: The Board of Directors of the Association will consist of the President, the Immediate Past President, the Vice Presidents, the Secretary, the Treasurer, and at least eight but no more than sixteen other persons elected by ballot from the Active Members of the Association at the Annual Meeting. At the Annual Meeting next following the adoption of this bylaw, the nominated members shall be elected for the term of one year, the term of two years, and the term of three years, and thereafter at each Annual Meeting.

Section 2: There shall be one additional, non-voting, position on the Board of Directors to be occupied by the then-current student governing body president. He or she shall act as a liaison between the Institute’s student governing body and the Association.

Section 3: Only elected Board Directors within the Association may vote at Board Meetings.

Article VII: Committees

Section 1: There shall be four standing committees of the Board which shall serve the Board and its mission and work closely with the Office of Alumni Relation:

Executive Committee
Long Range Planning Committee
Permanent Funds Committee
Award Committee

Section 2: The members of the Executive Committee shall be the President (as Chair of the committee), the Vice-Presidents, Secretary, Treasurer and Immediate Past President. The Executive Committee shall have authority to act on behalf of the Board of Directors between regular meetings but may not amend the by-laws. Any decisions made will have a majority vote and be documented by the Executive Officer’s Committee.

Section 3: Other committees shall have one chair or two co-chairs. Committee chairs and members may be any Wentworth constituent. The roles of Committee Chairs include:

Set dates for committee meetings
Send meeting notices
Forward copies of meeting minutes/committee work to the Board Secretary for filing
Ensure that the committee achieves its goals by recruiting and motivating members and overseeing and directing committee activities
Report committee progress at board meetings

Section 4: Ad-hoc committees may be created and eliminated by a majority vote of the Board of Directors based on the needs of the Association. Existing ad-hoc committees of the Association are:

Communicating committee
Nominating and By-laws committee
Alumni Engagement committee

Article VIII: Director of Alumni Relations

Section 1: The Director of Alumni Relations or its equivalent, an employee of the Institute, shall be an ex officio nonvoting member of the Board of Directors of the Association. He or she serves as the primary liaison between the Institute and the Wentworth Alumni Association, and provides additional outreach and support to the Wentworth Community to enhance the efforts of the front line fundraising staff at the Institute.

Article IX: Elections/ Filling Vacancies

Section 1: In accordance with these bylaws, balloting for the Association Officers and Board of Directors shall take place at the Annual Meeting. Votes may be cast electronically or by sealed envelope. Any Active, or Associate member within the Association can vote in Board of Director elections. If balloting cannot take place at the annual meeting prior notice must be given in adequate time. Ballots must be received to the office of Alumni Relations on or before the start of the Annual Meeting. The then current Secretary is responsible for holding the ballots. The President of the Association shall appoint a minimum of two tellers who will count ballots at the Annual Meeting and results made known before the close of the meeting. A majority of the votes cast for any office shall constitute an election, and in the event of a tie, the office shall be declared vacant and filled by the Board of Directors as provided in Article IX Section 2. Ballots shall be kept on file for a period of 7 years after an election.

Section 2: The Board of Directors shall have the power to fill vacant positions within the Association, except the then-current Student Governing Body President. Vacancies may be filled at any time by a majority vote of the Board of Directors then in office. No Officer positions shall be left vacant for the term of that office.

Article X: Meetings of the Board

Section 1: The Board of Directors shall meet at least quarterly; this will include an Annual Meeting as well as regularly scheduled meetings. All scheduled meetings should be scheduled at the beginning of the fiscal year, however, the Board of Directors may vote to change meeting dates and times on an ad-hoc basis. To schedule any additional meetings, including special meetings, written or electronic notice must be sent out to the Board of Directors at least 7 days in advance.

Section 2: A majority of all members of the Board of Directors shall constitute a quorum at any duly called meeting unless otherwise noted in these Bylaws.

Section 3: All meetings shall be conducted using Robert’s Rules of Order as a guide publication. Any situation not covered in these bylaws shall be governed by Robert’s Rules of Order.

Section 4: Directors or any members of any committee designated by the Directors may participate in meetings of the Board of Directors or such committee by means of conference call or similar communication equipment by means of which all persons participating in the meeting can communicate with each other and participation by such means shall constitute presence in person at such meeting

Article XI: Annual Meeting

Section 1: The Annual Meeting of the Association shall be held in conjunction with the Institute’s spring Black and Gold Alumni Weekend on a date and time determined by the Board of Directors. The Annual Meeting may be in the form of a banquet and held at such a place within the Commonwealth of Massachusetts. This meeting shall consist of a report on the state of the Association, voting on items of business and the elections of new members. A simple majority of Active members present at the Annual Meeting shall constitute a quorum for the transaction of business. Members of the Association shall be notified of any meeting at least 7 days in advance of the meeting. Such notice shall be given via electronic means or posting on the WAA website.

Section 2: Officers and Directors elected at the Annual Meeting shall take office at the close of the Annual Meeting at which they are elected and shall serve in accordance with the terms of Articles V and VI.

Article XII: Special Meetings

Section 1: Special meetings of the Association may be called by the President upon the majority vote of the Board of Directors. This may be done at regularly scheduled meetings, through email or other remote correspondences. The necessary quorum for a Special Meeting shall be the same as required by these Bylaws for holding an Annual Meeting. Members of the Association shall be notified of any meeting at least 7 days in advance of the meeting. Such notice shall be given via electronic means or posting on the WAA website.

Article XIII: Fiscal Year/ Financial Review

Section 1: The fiscal year of the Association shall coincide with the fiscal year of the Institute

Section 2: Once per each President’s term, the financial affairs of the Association shall be examined by an independent certified public accountant selected and approved by the Board of Directors by a majority vote. The accountant shall report the results of the examination to the Executive Committee and Board of Directors.

Section 3: At the beginning of each fiscal year, the Treasurer is responsible for filing tax exempt status with the Commonwealth of Massachusetts.

Article XIV: Annual Fund

Section 1: There shall be an Annual Fund solicited and collected from the Alumni and Alumnae each year for the benefit of Wentworth and the Association. Gifts received through the Annual Fund serve to strengthen the endowment, supplement operating expenses, enhance Wentworth laboratories and equipment, and increase support for the advancement of faculty research and program development. Such solicitation and collection shall be supervised and directed by an individual or committee designated by the President of Wentworth.

Article XV: Financial Management

Section 1: Operating Budget – Wentworth has committed to provide an annual operating budget for the Association. The operating budget of the Association is intended to cover reasonable and customary expenses of the Association taking into consideration prior year actual budget amounts and changes in the Annual Fund collections.

Section 2: Investment Funds – The WAA has established Investment Funds through donations. The Association may use these funds for providing gifts to Wentworth’s Annual Fund, including donations for Scholarships. Donations to the WAA can and have been restricted and unrestricted for disbursement by the Association. Funds with restrictions shall be held in separate accounts from unrestricted funds.

Section 3: In the event of dissolution of Wentworth Alumni Association, Inc., the assets remaining after payment of the debts and liabilities of the Association shall be distributed to the scholarship funds of Wentworth Institute of Technology for educational purposes

Section 4: The board of directors will establish guidelines for usage of funds from the Operating Budget and Investment Funds. These guidelines will be voted on following the approval of these bylaws, and dated as such. The Board of Directors shall vote on usage of funds outside the established guidelines.

Article XVI: Indemnification

Section 1: The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a member of the Board of Directors, or as an Officer, against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with the defense of any action, suit, or proceeding civil or criminal, in which he or she is made a party by reason of being or having been such a Director or Officer, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duty to the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

Section 2: The Association shall make any other indemnification for action taken or omitted on its behalf that shall be authorized by a resolution adopted by two‑thirds of the Directors then in office.

Section 3: At the beginning of each fiscal year, the Association will ask an Officer of Wentworth to confirm in writing, and distributed to the Board of Directors, that all members of the Association’s Board of Directors are covered as Named Insured under the Directors and Officers insurance policy of Wentworth. In the event Wentworth or its insurance carrier no longer agree to provide such coverage, the Association will purchase a separate Directors and Officers policy to protect the interests of all Association Board members.

Section 4: No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

Article XVII: Conflict of Interest

Section 1: A Board member shall be considered to have conflict of interest if (a) such member has existing or potential financial or other interests which impair or might reasonably appear to impair such person’s independent, unbiased judgment in the discharge of his or her responsibilities to the Association, or (b) such member is award that a member of his or her family, or any organization in which such member (or member of his or family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. For the purposes of this provision, a family member is defined as a spouse, parents, siblings, children, and any other relative if the latter resides in the same household as the Board member.

Section 2: All Board members shall disclose to the Board of Directors any possible conflict of interest at the earliest practical time. A Board member shall absent himself or herself from discussions of, and abstain from voting on, matters under consideration by the Board of Directors or its committees if disclosure was made and that the Board member having a conflict or possible conflict abstained from voting. Any Board member who is uncertain whether a conflict of interest may exist in any matter may request the Board of Directors or committee thereof to resolve the question in his or her absence by majority vote. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Section 3: The conflict of interest form will come from the secretary. Once members sign and return to the then current Board secretary, the secretary is responsible for discussing any possible conflict of interests with the then current Board president. The conflict of interest forms must stay on file for 7 years.

Article XVIII: Amendments

Section 1: A three quarters vote of the Board members present at a regular Board meeting is required in order to amend these Bylaws, provided a fourteen (14) day prior notice is given by the President to all Board members. Proposed amendments to these Bylaws shall be submitted to the Board members, by the Board President, for consideration after they have been reviewed and recommended for approval.

Section 2: These Bylaws shall be reviewed not less than once every five (5) years by the Executive Committee, which shall recommend changes, if any the Board of Directors. If there are any changes, a notice of the updates will be sent out the board.

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