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    National Alumni Association Constitution and Bylaws




    NATIONAL ALUMNI ASSOCIATION
    CONSTITUTION AND BYLAWS


    APPROVED ON: JANUARY 31, 2023


    TABLE OF CONTENTS

    CONSTITUTION





    NATIONAL ALUMNI ASSOCIATION
    CONSTITUTION
    The name of this membership association will be the National Alumni Association of Mount St. Mary’s University. It will be referred to hereafter as “the Association.” Headquarters of the Association shall be located at Mount St. Mary’s University in Emmitsburg, Maryland, where the books, records, property, and funds of the Association shall be kept.

    ARTICLE II: PURPOSE

    The purpose of the Association shall be to promote the welfare and mission of the College, Seminary, graduate programs, and any other such endeavors of Mount St. Mary’s University by the vigorous, intelligent, and united efforts of the Association’s members, as well as to foster and maintain good fellowship among graduates and friends of Mount St. Mary’s University.

    ARTICLE III: MEMBERS

    There shall be one class of membership which shall be open exclusively to:
    1. those persons who have at some time been duly registered as students in Mount St. Mary’s College/University, Mount St. Mary’s Preparatory School, Mount St. Mary’s Seminary, Mount St. Mary’s Graduate Program; or
    2. such other individuals who have received honorary degrees or who may from time to time be designated as honorary members by the National Alumni Association (such as faculty members, staff, alumni spouses, parents and benefactors); and,
    3. all alumnae of St. Joseph’s College, Emmitsburg, Maryland.
    ARTICLE IV: ORGANIZATION

    SECTION 1
    The officers of the Association shall be: a President; Executive Vice President and two (2) Vice Presidents, one (1) of whom shall be an alumnus of the Seminary; an Executive Secretary; Chaplain; and Constitutional Parliamentarian. All officers must be members of the Association. With the exception of the Executive Secretary, Chaplain, and Constitutional Parliamentarian, all officers shall be elected by the general membership. The term of the President shall be three (3) years and the President shall not be permitted to serve more than two consecutive elected terms. The terms of the Vice Presidents shall be three (3) years and the Vice Presidents shall not be permitted to hold office for more than two consecutive elected terms. The election shall be held by using state of the art technology, and alternative means for those who do not use state of the art technology, at least sixty (60) days immediately prior to the annual Alumni Reunion Weekend.
    1. The Executive Secretary is to be the Director of Alumni Engagement or his/her successor.
    2. The Constitutional Parliamentarian and Chaplain shall be appointed by the National Alumni Association President.
    3. Other than the Executive Secretary, no employee of Mount St. Mary’s University shall be permitted to serve as an officer of the association.
    SECTION 2
    There shall be a National Alumni Council which shall be composed of: (a) the officers of the Association; (b) fourteen (14) other members elected by the general membership for six-year terms; (c) the presidents of each approved chapter as ex-officio and non-voting; (d) two (2) members appointed by the President, each for three-year terms and approved by a vote of the National Alumni Council; (e) an ex-officio, non-voting member from the St. Joseph College Alumnae throughout their transition in 2025; and (f) two (2) non-voting student liaisons. The election of non-officer members and the establishment of their terms shall be so arranged so that approximately one-half (1/2) of its members shall be so elected in one year and the balance elected three (3) years thereafter. The National Alumni Council shall have the right to fill the position of a newly created position, as well as fill any vacancy which may occur pending the next regularly scheduled election. The two (2) student liaisons shall be two full time students of Mount St. Mary’s University, to include the President of Mount St. Mary’s University Student Government or a designated representative and the Chair of Mount St. Mary’s University Senior Class Gift or a representative designated by the Student Government President or Senior Class Gift Chair.

    The National Alumni Council may be composed of both clergy and laypersons.

    ARTICLE V: MEETINGS

    SECTION 1
    The National Alumni Council shall meet at least three (3) times each year, at which time all committees of the Association may report on their activities. An invitation to participate shall be extended to each President of the local Alumni Chapters, Committee members, and any other Alumni designated by the President or National Alumni Council. The meeting date and time will be announced on the Association’s website at least one month prior to the meeting.
    There shall be at least one (1) regular meeting of the general membership each year. The first business meeting after the alumni reunion will be designated in advance as “the Annual Meeting.”

    SECTION 2
    A special meeting of the general membership may be called at any time by the President on his/her own motion and initiative. On the written application of at least five (5) members of the National Alumni Council or twenty-five (25) members of the Association, setting forth the objectives and reasons therefore, the President must call a special meeting. Notice of special meetings shall be sent to all members, via email or electronic communication, shall indicate the purpose for which the meeting has been called, and shall note the date, time and place of the special meeting which shall be scheduled. A special meeting can be conducted in any location or by state of the art technology, including but not limited to, conference call, videoconference, electronic mail, or other appropriate means.

    SECTION 3
    Fifty-one percent (51%) of the National Alumni Council shall constitute a quorum for the transaction of National Alumni Council business. Only the members, as defined in Article IV, Section 2, can vote on Constitutional issues. All Alumni in attendance can vote on non- constitutional issues.

    SECTION 4
    No person who is not a member of the Association shall be permitted to attend any meeting of the Association or the National Alumni Council, or of any Chapter, without prior consent from the Association’s President. However, the Chapter President may authorize such person or persons to attend a meeting of the Association or the National Alumni Council. Further, a Chapter President may also authorize attendance of such person/persons at a stated Chapter meeting as his or her delegate.

    ARTICLE VI: SEVERABILITY

    If any portion of this Constitution and Bylaws is declared void, and must be stricken, all other portions of this Constitution and Bylaws remain in effect.
    NATIONAL ALUMNI ASSOCIATION
    BYLAWS

    ARTICLE I: OFFICER AND COUNCIL DUTIES

    SECTION 1
    It shall be the duty of the President to:
    1. Preside at all meetings and to perform the duties pertaining to this office, including representing the Association at University and Association events.
    2. The President shall appoint a Committee Chairperson and work with said Chairperson to select and appoint members to the standing and ad hoc committees.
    3. Notify outgoing Council members and newly elected Council members after the National Alumni Association election of the results and/or designate someone to perform this function.
    4. Declare when any vacancy within the Council exists and with the advice and consent or recommendation of the existing Council members, appoint a replacement for the unexpired portion of the existing term. A simple majority of the vote of Council members shall approve and confirm such appointments.
    SECTION 2
    It shall be the duty of the Executive Vice President to:
    1. In the absence of the President to perform all the duties of the President.
    2. Communicate regularly with the President of the Association to remain informed on all matters pertinent to the smooth operation of the Association’s business.
    3. Serve as liaison between the National Alumni Council and one or more of the standing committees of the association enumerated in Article IX, Section I as determined by the President.
    SECTION 3
    It shall be the duty of the Vice President to:
    1. Keep informed about and involved in such matters concerning alumni relations as from time to time the National Alumni Council or President shall direct.
    2. Serve as liaison between the National Alumni Council and one or more of the standing committees of the association enumerated in Article IX, Section 1 as determined by the President.
    It shall be the duty of the Seminary Vice President to:
    1. Keep informed about and involved in such matters concerning Seminary alumni relations as from time to time the National Alumni Council or President shall direct.
    2. Serve as the chair of the McCloskey Award Committee.
    SECTION 4
    It shall be the duty of the Executive Secretary to:
    1. Attend all formal meetings of the Association and National Alumni Council and make regular entries in a book of minutes of all proceedings of such meetings and the names of all members who attend and distribute these minutes and upcoming agendas in a timely manner.
    2. Safely hold as custodian of, on behalf of the Association, all books, correspondence and copies thereof, and any and all records, including the names and addresses of all members of the Association, which are required to be kept or which come into the possession, custody or control of the Executive Secretary by virtue of the office.
    3. Give reasonable notice of special meetings to all members.
    4. Promptly enroll newly elected members of the National Alumni Council.
    5. Promptly notify the President and Parliamentarian of election results.
    6. Perform such other duties as the office may require.
    SECTION 5
    It shall be the duty of the Chaplain to:
    1. Attend all meetings of the Association and to open and close the meetings with prayer.
    2. Preside at the Eucharist celebrated during the annual Reunion Weekend.
    3. Offer spiritual support for the members of the Association.
    4. Recommend another priest to perform said duties in his absence.
    SECTION 6
    It shall be the duty of the Constitutional Parliamentarian to:
    1. Advise the President and National Alumni Council regarding the interpretation of the Constitution and Bylaws of the Association.
    2. Undertake such tasks (related to the Constitution and Bylaws of the Association) referred to the Parliamentarian by the President or National Alumni Council.
    SECTION 7
    It shall be the duty of the National Alumni Council to:
    1. Execute the provisions of the Constitution and Bylaws.
    2. Make an annual gift to the Mount St. Mary’s Annual Fund and/or other area of choice to the best of their ability.
    3. Serve on two (2) separate committees. If a Council Member is heavily involved at the Chapter level that will count as serving on a committee. If a Council Member is a chair of one committee that will fulfill all committee requirements.
    4. Remove any officer of the Association, other than the Executive Secretary, and any member of the National Alumni Council or the Association’s committees for misfeasance, malfeasance or nonfeasance of duty by an affirmative vote of not less than two-thirds (2/3) of the membership of the National Alumni Council; provided, however, that no member or officer may be so expelled without being afforded an opportunity, after due notice by registered mail, to his/her residence address of record, to defend and explain his/her position whether in his/her own behalf or vicariously through any other member.
    5. Expel members as provided in Article III.
    6. Do all things deemed necessary or expedient to control or manage the affairs and assets of the Association and to protect the interest of the general membership as such.
    SECTION 8
    It shall be the duty of each officer and each member of the National Alumni Council during each year of his or her term to perform the duties assigned by the President or the National Alumni Council to him or her, including attending at least two-thirds (2/3) of the meetings provided for in Article V of the Constitution of the Association and any other meetings of the Association scheduled from time to time in a manner deemed appropriate by the President. Failure to attend the requisite percentage of meetings shall, unless excused by the President, result in removal from office.

    ARTICLE II: ELECTION AND SUCCESSION OF OFFICERS AND COUNCIL

    SECTION 1
    No one shall be eligible to hold a National Alumni Officer or a National Alumni Council position except members of the Association who have been members for at least one year.

    SECTION 2
    Candidates for all elected officers and National Alumni Council positions shall be nominated by a Nominating Committee, as appointed by the President. The Chair of the Nominating Committee shall be appointed by the President of the Association. The Nominating Committee shall consist of at least six members, two of whom shall be representatives from the National Alumni Council and two of whom shall be Chapter Leaders. The committee, wherever possible, will nominate at least two (2) candidates for each position. The committee shall not nominate the same candidate for more than one position on the ballot during the same election.

    SECTION 3
    Election of the National Alumni Officers and National Alumni Council members, as stipulated in Article IV, Section 3 of the Constitution, shall be conducted by secure ballots, which shall be sent via state-of-the-art technology, or by an alternative means, to all members at least sixty (60) days prior to the Friday of Alumni Reunion weekend. In order to be counted, a vote must be returned to, and received by, the Executive Secretary no less than thirty (30) days prior to the Friday of Alumni Reunion Weekend. Upon receipt, the votes shall be held in a secure location, which shall be monitored and maintained by the Executive Secretary. The votes shall be verified by an officer of the University. All candidates will be notified of the results one week prior to Alumni Reunion Weekend.

    SECTION 4
    For each position, the candidate receiving the highest number of votes shall be elected. For the positions of Vice Presidents, the two University alumni with the highest number of votes, and the Seminary alumnus with the highest number of votes shall be elected. The University alumnus with the largest number of votes shall be the Executive Vice President.

    SECTION 5
    All successful candidates for election shall assume their National Alumni Office position during the Alumni Reunion Weekend.

    SECTION 6
    Should the President resign, or the office otherwise become vacant during the term elected, the Executive Vice President shall immediately succeed to that office and serve as such for the remainder of the term for which the President was elected. The Vice President who is a college alumnus/a will assume the office of Executive Vice President and the National Alumni Council shall select and appoint a member to assume the office of Vice President and to serve as such for the remainder of the term for which a Vice President was elected.
    Should any member of the National Alumni Council, other than the officers or Executive Secretary, resign or the office otherwise become vacant during the term for which the member was elected, the President shall advise, recommend and/or consult with the National Alumni Council a replacement for said position. With the Council’s approval, said member will assume the National Alumni Council position and fulfill its duties during the unexpired portion of the term.

    ARTICLE III: TERMINATION

    By an affirmative vote of not less than two-thirds (2/3) of its membership, the National Alumni Council may suspend or expel from membership in the Association any member who has been shown guilty of conduct prejudicial to the good name or best interests of the Association, thereof, or who has exhibited traits of character or conduct inconsistent with such membership; provided, however, that no member may be so expelled without being afforded the opportunity, after due notice by registered mail to the residence address of record, to defend and explain his/her position, whether on his/her own behalf or vicariously through any other member.

    ARTICLE IV: AMENDMENTS TO CONSTITUTION AND BYLAWS

    SECTION 1
    An amendment to the Constitution and/or Bylaws may be proposed in writing by fifteen members of the Association to the Executive Secretary. At the earliest practicable date, the proposal shall be submitted to the National Alumni Council, which may conduct a hearing on such proposal at the regular scheduled meeting or a special meeting.

    SECTION 2
    The National Alumni Council may adopt the proposed amendment by majority vote, unless the proposed amendment restricts, limits, or impairs the rights of the membership or individual members under the Bylaws or the Constitution.

    SECTION 3
    Any proposed amendment that restricts, limits, or impairs the rights of the membership or individual members under the Bylaws or the Constitution must be approved by majority vote of the participating members at a regular or special meeting of the Association. Notice of such amendment must be given to the members no less than thirty (30) days prior to the next scheduled regular or special meeting.

    ARTICLE V: GOVERNANCE OF CONSTITUTION AND BYLAWS

    Roberts’ Rules of Order (Revised) shall be the parliamentary authority and shall govern on all matters not covered specifically or by necessary implication by the Constitution or Bylaws of the Association.

    ARTICLE VI: SUSPENSION OF BYLAWS

    These Bylaws may be suspended in case of emergency by the unanimous vote of all those National Alumni Council members present at a regular meeting at which a quorum is present. They may be suspended at a special meeting under the same conditions or by using state of the art technology as a means of communication and with the approval of the National Alumni Council.

    ARTICLE VII: CHARTER OFFICERS AND COUNCIL

    Officers of the Association and members of its National Alumni Council shall be elected pro tempore upon the adoption of this Constitution and shall serve as such until their successors are elected at the first annual meeting and assume office.

    ARTICLE VIII: ALUMNI CHAPTERS

    SECTION 1
    With a written petition signed by not less than three members, the National Alumni Council may authorize the creation of a chapter. Such petitioners shall either reside, be employed, or have a business office within the area for which the chapter is proposed.

    SECTION 2
    Upon the issuance of a chapter charter by the National Alumni Council, it is recommended that the petitioners elect Chapter Leaders as they shall deem wise and the names of those so elected shall be forwarded immediately to the Executive Secretary of the Association. Each chapter will have a President and other leadership that will assume office through the manner deemed appropriate by each respective chapter.

    SECTION 3
    It is recommended that any chapter so authorized and chartered shall hold at least two stated meetings each year. The President of the Chapter shall serve as an ex-officio, non-voting member of the Association. The President of the Chapter shall attend, at least two (2) National Alumni Association meetings held at the University, or if for any good and sufficient reason is unable to do so, must secure the attendance of another chapter officer or representative.

    SECTION 4
    It is recommended that all provisions of these Bylaws relative to the manner of election of officer of the Association and their respective duties shall apply to the election and duties of the officers of the various chapters.

    SECTION 5
    The National Alumni Council of the Association shall have and assume jurisdiction of all chapters and may suspend, cancel or revoke a chapter at any time when such action is required in the best interest of the Association. If it is recommended that a Chapter’s charter be revoked, said chapter can present arguments against revocation at the next scheduled National Alumni Leaders’ meeting.

    SECTION 6
    It is recommended that a member of the chapter shall submit a copy of the minutes of each business meeting to the Executive Secretary of the Association, who in turn will distribute the minutes to the National Alumni Association Officers at least two (2) weeks before the general meetings. Any member of the Association may be a member of any chapter even though he/she may not reside, have an office, or be employed in the city in which is located the chapter of his/her selection.

    ARTICLE IX: COMMITTEES

    SECTION 1
    The Association will have both standing and ad hoc committees.
    1. The standing committees are as follows: Alumni Development Committee, Alumni Reunion Weekend, Chapter Relations Committee, Constitutional Review Committee, Hall of Fame Committee, Scholarship Committee, Hall of Fame Committee, McCloskey Award Committee, Medal Committee, Nominating Committee, Young Alumni Committee
    2. Additional committees shall be created, and any committee may be dissolved with the advice and recommendation of the President and only after a majority vote of the participating National Alumni Council members whether present at a scheduled meeting or using state of the art technology.
    SECTION 2
    All committee members shall hold the committee membership for two (2) years or until such time as a successor is appointed and assumes office.