Alumni Governance Task Force Draft 9/8/05 1 CONSTITUTION OF THE DARTMOUTH ALUMNI ASSOCIATION PREAMBLE In the name of fellowship and with fierce love for Dartmouth College, we the alumni of Dartmouth College do establish an alumni constitution that gives voice to all men and women of Dartmouth, provides for a democratically elected and broadly representative alumni governance system, and affirms individual participation in the choice of alumni and College leadership. Its purpose is to invigorate and encourage alumni participation from every quarter, facilitate the exchange of ideas and opinions between alumni and the College, strengthen alumni institutions, and maintain and nurture the historic role alumni have held in the life of the College. By this constitution, the partnership between Dartmouth and her alumni stands strong. All alumni are welcome, all shall be heard, and all may serve. ARTICLE I: NAME AND MISSION 1.1 The name of the Association shall be the Dartmouth Alumni and Alumnae Association. 1.2 The Association shall be dedicated to connecting and engaging all Dartmouth alumni and alumnae (hereinafter “alumni”) and to nurturing strong lifelong bonds between the College and members of the Dartmouth family. The Association shall seek to promote the welfare and educational goals of Dartmouth and maintain a mutually beneficial relationship between the College and its alumni. ARTICLE II: MEMBERSHIP 2.1 The following shall become members of the Association and as such shall be entitled to vote on all matters coming before the Association for a vote: Every person who has ever matriculated as a full-time undergraduate or graduate student in pursuit of a Dartmouth degree at the College or at the Medical School, the Thayer School of Engineering, or the Amos Tuck School of Business Administration, on the normal Alumni Governance Task Force Draft 9/8/05 2 commencement date for his or her matriculated class, or four years after the date of matriculation, whichever comes first. 2.2 Persons who have received an honorary degree from Dartmouth, or have been officially adopted by a Dartmouth class, or have been voted honorary membership by the Association shall be honorary members of the Association but shall not be entitled to vote, hold office, or be nominated as alumni trustees. ARTICLE III: ORGANIZATION; ASSOCIATION YEAR 3.1 The mission of the Association shall be pursued primarily through the operation of one overarching organization with two primary bodies: an Assembly and an Alumni Liaison Board. 3.2 The Association year shall be consistent with the College’s academic year. ARTICLE IV: THE ASSOCIATION 4.1 Officers: 4.1.1 Succession of Officers: The officers of the Association shall be a President, a President-Elect, an Immediate Past President, and a Secretary. The first three of these offices shall be held in a consecutive three-year sequence in which the President-Elect (elected by members of the Association) shall serve in the first year after his or her election, with primary responsibility as Chair of the Assembly; shall automatically succeed in the second year following his or her election to President of the Association; and in the third year following his or her election shall succeed to Immediate Past President, with primary responsibility as Chair of the Alumni Liaison Board. Except for the Secretary: each term of office shall be one year and each officer shall be a voting member of the Association. Each officer shall perform the duties usually associated with his or her office not inconsistent with this Constitution. 4.1.2 Responsibilities of Officers: 4.1.2.1 President -- The President shall be the chief executive officer of the Association, shall preside at all meetings Alumni Governance Task Force Draft 9/8/05 3 of the Association, and shall chair the Balloting Committee. 4.1.2.2 President-Elect -- In the absence of the President, the President-Elect shall perform the duties of the President. The President-Elect shall be the chief operating officer of the Association and shall serve as Chair of the Assembly. 4.1.2.3 Immediate Past President -- The Immediate Past President shall serve as Chair of the Alumni Liaison Board and shall chair the Constitution Review Committee, when such committee is convened under Article X. 4.1.2.4 Secretary -- The Secretary shall record the proceedings of the Association, the Assembly, and the Alumni Liaison Board, and shall perform such other duties as may be required of him or her under this Constitution. 4.2 Election of Officers; Eligibility: 4.2.1 President-Elect Eligibility: At the time of his or her election, the President-Elect shall be a person (i) who is then a member of the Assembly, or (ii) who is no longer a member of the Assembly but who was a member of the Assembly in the immediately preceding year. A person elected President-Elect may run for President-Elect again after a period of not less than nine years following the conclusion of his or her service as an officer of the Association. 4.2.2 Nominating Committee Process: Any Association member (including a member of the committee) may propose one or more names of voting members of the Association who meet the eligibility requirements under Section 4.2.1 (including himself or herself and including persons seeking nomination by petition) for consideration for nomination as a candidate for the office of President-Elect by submitting the name(s) of the member(s) in writing to the committee at least 45 days prior to the date of the committee meeting at which the Nominating Committee candidate or candidates for the office of President-Elect (the “Nominating Committee Alumni Governance Task Force Draft 9/8/05 4 President-Elect Slate”) will be selected. The committee shall: (i) review and evaluate the qualifications of Association members proposed for nomination for the position of President-Elect under this Section 4.2.2; (ii) at its discretion, review and evaluate the qualifications of any or all persons who have submitted a Statement of Intent under Section 4.2.3; and (iii) select no more than two candidates for nomination for President-Elect, which candidate or candidates shall constitute the Nominating Committee President-Elect Slate. 4.2.3 Statement of Intent to Petition: No later than 45 days prior to the date of the Nominating Committee meeting at which the Nominating Committee President-Elect Slate will be selected, any Association member (including a member of the Nominating Committee) who intends to seek nomination by petition and who meets the eligibility requirements under Section 4.2.1 shall notify the committee of his or her intent to do so (“Statement of Intent”). 4.2.4 Notification of Nominating Committee President-Elect Slate: Within three days of its selection under Section 4.2.3, the committee shall announce by posting on the Alumni Association web site and by other form of notice approved by the committee the name or names of the persons on the Nominating Committee President-Elect Slate. 4.2.5 Petition Process: Any person who has submitted a valid Statement of Intent may qualify for nomination by petition by filing with the Secretary, within 60 days after the committee provides notice of the Nominating Committee President-Elect Slate, a petition signed by one-half of one percent of the voting members of the Association or by 20 members of the Assembly, nominating the person as a candidate for President-Elect, subject to his or her agreement to serve if elected. 4.2.6 Designation of Candidates: The Nominating Committee President-Elect Slate and the persons who have qualified to run by petition shall be designated as candidates for President-Elect. The Nominating Committee shall arrange for the prompt notification to the Association members of Alumni Governance Task Force Draft 9/8/05 5 the candidates, by publication in the Alumni Magazine or other form of written notice approved by the committee, and by posting on the Alumni Association web site and through other appropriate means. 4.2.7 Balloting Procedure: The Secretary shall as soon as practicable after the announcement of candidates under Section 4.2.6 send to each voting member of the Association, by mail or other appropriate means, an official ballot and related materials containing the name(s) of the candidates nominated by the Nominating Committee and the name(s) of candidates nominated by petition and such other information as shall be required by the nomination guidelines and the Balloting Committee. Candidates shall be identified on the ballot as nominated by petition or as nominated by the Nominating Committee, as the case may be. No vote by proxy shall be allowed in voting for President-Elect, and all ballots must be postmarked (or received by the Balloting Committee, if cast electronically) by the April 30th before commencement unless another date is specified by the Balloting Committee. 4.2.8 Determination of President-Elect: In accordance with procedures adopted by the Balloting Committee, the voting process to select the President-Elect shall be as follows: 4.2.8.1 Elections with no more than two candidates: each voting member of the Association may cast a vote for one candidate on the ballot, and the candidate receiving the greater number of votes shall be the President-Elect. 4.2.8.2 Elections with three or more candidates: each voting member of the Association may vote by ranking his or her First Choice and Second Choice. In the first round of counting, voters’ First Choice votes shall be tallied. If a candidate receives a majority of the First Choice votes cast, that candidate shall be the President-Elect. If no candidate receives a majority of the First Choice votes cast, the candidate receiving the fewest First Choice votes shall be eliminated from the counting. The Second Choice votes designated on the ballots naming the eliminated candidate as the First Choice shall then be Alumni Governance Task Force Draft 9/8/05 6 counted as additional First Choice votes cast for the remaining candidates. This process of eliminating the candidate receiving the fewest First Choice votes and counting the ballots for his or her supporters’ Second Choice as First Choice votes shall continue until a candidate receives a majority of First Choice votes cast. 4.2.9 Related Matters: All ballots shall be preserved by the Secretary for one year or such longer period as any issue relating to the election is pending. The Secretary shall refer to the Balloting Committee all matters respecting votes of doubtful validity. 4.2.10 Secretary: The office of Secretary shall be held ex officio by the Vice President for Alumni Relations of the College or his or her designee, but he or she shall not be entitled to vote solely by reason of holding such ex officio office. 4.3 Annual Meeting: 4.3.1 Meeting Logistics: Each year, the Association shall hold a meeting to which all members shall be invited and which shall serve as an opportunity for the expression of alumni sentiment. The timing and location of the meeting shall have the intention of generating high levels of alumni participation. 4.3.2 Meeting Agenda: The President of the Association shall preside over the annual meeting. At the annual meeting, the leadership of the Association, the Assembly, and the Alumni Liaison Board shall report to the membership on the activities of their respective bodies, and the membership shall have an opportunity to present information and views concerning the activities and direction of such bodies and the College. Representatives of the Board of Trustees shall be invited to attend and participate. 4.3.3 Report of Meeting Results: The Alumni Liaison Board shall report on what transpired at the annual meeting to the Board of Trustees, the Assembly, and the College Administration. Alumni Governance Task Force Draft 9/8/05 7 4.4 Committees of the Association: 4.4.1 Nominating Committee -- 4.4.1.1 The Nominating Committee shall consist of 12 members of the Association selected for three-year staggered terms as follows: • six members elected by the Assembly (two elected each year); and • six members elected by a vote of all voting members of the Association (two elected each year). 4.4.1.2 The Nominating Committee shall elect its own chair, who shall serve as chair for one year. The chair may be a 13th member of the committee if elected for the year following his or her third year on the committee. Following the end of his or her term as chair, he or she shall continue to serve as a member of the committee for the longer of the balance of his or her term on the committee or one year. If such member serves after the expiration of his or her term on the committee, such member shall be a 14th member of the committee if the next succeeding chair has completed his or her third year on the committee and is serving as the 13th member of the committee, as provided herein. 4.4.1.3 The Nominating Committee shall: • nominate candidates for alumni trustee, President- Elect, at-large members of the Alumni Liaison Board, and at-large members of the Assembly, all of whom shall be voted on by all voting members of the Association; • nominate candidates for the Nominating Committee and Balloting Committee, in each instance one half of whom shall be Assembly members and shall be elected by the Assembly and one half of whom shall be non-Assembly members Alumni Governance Task Force Draft 9/8/05 8 and shall be elected by all voting members of the Association; the number of such nominated candidates in each instance shall be two times the number of candidates to be elected; • appoint persons to the Constitution Review Committee; • appoint persons as alumni representatives to other alumni organizations (such as the editorial board of the Dartmouth Alumni Magazine and certain boards of overseers) as may be requested by those organizations; and • appoint members of the Assembly representing the 51st and subsequent reunion classes. 4.4.2 Balloting Committee -- 4.4.2.1 The Balloting Committee shall consist of six members of the Association selected for three-year staggered terms as follows: • three members elected by the Assembly (one elected each year); and • three members elected by vote of all voting members of the Association (one elected each year). 4.4.2.2 The President shall serve as chair of the Balloting Committee, serving ex officio as a seventh voting member. 4.4.2.3 Subject to Article VIII, the Balloting Committee shall oversee the voting process for all matters submitted to a vote of all voting members of the Association. Its functions shall include: promulgation of election guidelines and procedures; preparation and distribution of ballots; overseeing the opening, counting, and recording of votes; overseeing the petition process, where applicable; and acting as a board of final decision on all questions concerning Alumni Governance Task Force Draft 9/8/05 9 votes cast. The Secretary shall publish the results of balloting and certify the record of elections for alumni trustee nomination to the Board of Trustees before the Board’s meeting at commencement. ARTICLE V: THE ASSEMBLY 5.1 The Assembly shall serve as an extension of the College’s executive alumni relations function by: seeking avenues to increase alumni participation; assisting in alumni recognition and recommendations concerning honorary degrees; providing feedback for College communications and alumni relations efforts; and supporting class, club, and affiliated group endeavors. As a representative forum, the Assembly shall also serve as a resource for the Alumni Liaison Board, assisting the Alumni Liaison Board in its role as a communications link between alumni and the College. 5.2 Membership: 5.2.1 The following shall be voting members of the Assembly: 5.2.1.1 The President-Elect, the President, and the Immediate Past President; 5.2.1.2 The chair and immediate past chair of the Association Nominating Committee, if not otherwise members of the Assembly; 5.2.1.3 Twenty-one at-large members, elected for three-year terms, as follows: • Five members elected by a vote of all voting members of the Association each year; and • Two members granted Assembly membership each year by virtue of their election as at-large members of the Alumni Liaison Board; 5.2.1.4 Fifty-five representatives of classes, as follows: • First 50 Reunion Classes: One person elected by each of the most recent 50 graduated classes of the College; each person so elected shall have a threeAlumni Governance Task Force Draft 9/8/05 10 year term or such lesser term that his or her class is so represented; and • 51st and Subsequent Reunion Classes: Five persons appointed at-large, for staggered threeyear terms, by the Nominating Committee from nominations submitted by the presidents of the 51st and subsequent reunion classes; 5.2.1.5 Twenty-one representatives of regional alumni organizations, as follows: • One representative elected for a term of three years by the respective members of each of ten metropolitan districts designated by the Club Officers Association; the terms of such 10 representatives shall be staggered; and • Eleven at-large regional representatives appointed by the Club Officers Association for staggered three-year terms; 5.2.1.6 One representative appointed by each of the following alumni groups for staggered three-year terms: Tuck School Alumni; Arts & Sciences Graduate Programs Alumni; Medical School Alumni; and Thayer School Alumni; 5.2.1.7 One representative elected by the District Enrollment Directors for a three-year term; 5.2.1.8 Three representatives appointed by the Class Officers Association and three representatives appointed by the Club Officers Association, for staggered three-year terms; 5.2.1.9 Two representatives of each Affiliated Alumni Group that has been officially recognized by the College’s Office of Alumni Relations, such representatives to be selected for staggered three-year terms by each such Affiliated Alumni Group. (As of July 2005, the officially recognized Affiliated Alumni Groups were the Asian-Pacific American Alumni Association, Black Alumni of Dartmouth Association, Dartmouth Alumni Governance Task Force Draft 9/8/05 11 Gay, Lesbian, Bisexual & Transgender Alumnae/i Association and Native American Alumni Association.); and 5.2.1.10 Any persons elected to the ALB pursuant to Section 6.2.2 whose terms of ALB service extend beyond their terms of Assembly service. 5.2.2 The Assembly shall also have the following non-voting members: 5.2.2.1 One person selected by the General Faculty of the College, from its own members, for a two-year term; and 5.2.2.2 Four undergraduates nominated by the Student Assembly and elected by the Association’s Assembly; two such students shall be nominated and elected each year during the spring term of their sophomore year, for two-year terms comprising their junior and senior years. 5.3 Annual Election of At-Large Assembly Members: Nominees for annual election as at-large members of the Assembly shall be nominated as follows: 5.3.1 Five persons nominated by the Nominating Committee, pursuant to Section 4.4.1.3; and 5.3.2 Any person who, pursuant to procedures adopted by the Balloting Committee, files with the Secretary a petition signed by 50 voting members of the Association. 5.4 Responsibilities: The Assembly shall: 5.4.1 elect one half of the Association Nominating Committee and one half of the Association Balloting Committee; 5.4.2 appoint Assembly committees that may include but shall not be limited to: Awards, Academic Affairs, Alumni Continuing Education, Athletics, Communications, Enrollment and Admissions, Honorary Degrees, Student Life, and Young Alumni; such committees may include persons who are not Assembly members; Alumni Governance Task Force Draft 9/8/05 12 5.4.3 meet at least twice each year, at the call of the chair, to receive reports of Assembly committees and conduct such other business as may come before the Assembly; 5.4.4 report on Assembly activities at the annual meeting of the Association; 5.4.5 elect representatives to the Alumni Liaison Board (see Article VI); and 5.4.6 act on proposed Constitutional amendments (see Article X). 5.5 Election of Representatives to Alumni Liaison Board: The Assembly shall annually elect two of its members to serve as representatives to the Alumni Liaison Board for three-year terms. Nominees for election shall be nominated as follows: 5.5.1 Two persons nominated by the Nominating Committee; and 5.5.2 Any Assembly member who, pursuant to procedures adopted by the Balloting Committee, files with the Secretary a petition signed by 20 members of the Assembly. 5.6 Eligibility for Future Assembly Service: An Association member who has completed his or her service on the Assembly may run for election to the Assembly again after a period of not less than nine years following the conclusion of his or her service as an Assembly member. For purposes of this Section 5.6, past service on the Alumni Council shall be deemed to be service on the Assembly. ARTICLE VI: THE ALUMNI LIAISON BOARD 6.1 Purpose: The Alumni Liaison Board (hereinafter sometimes referred to as “ALB”) shall seek to heighten, broaden, simplify, and increase communication among Dartmouth alumni, the Board of Trustees, and the College Administration. 6.2 Membership: The ALB shall consist of 15 members as follows: 6.2.1 Six at-large members elected by a vote of all voting members of the Association for three-year staggered terms (two elected each year); persons so elected to the ALB shall be members of the Assembly ex officio; Alumni Governance Task Force Draft 9/8/05 13 6.2.2 Six Assembly members elected by the Assembly, for threeyear staggered terms (two elected each year pursuant to Section 5.5); persons so elected to the ALB shall be members of the Assembly ex officio if and to the extent that their terms of ALB service extend beyond their terms of Assembly service; 6.2.3 The President of the Association ex officio, as a voting member; 6.2.4 The President-Elect of the Association ex officio, as a voting member; and 6.2.5 The Immediate Past President ex officio, as a voting member and Chair. 6.3 Annual Election of At-Large ALB Members: Nominees for annual election as at-large members of the ALB shall be nominated as follows: 6.3.1 Two persons nominated by the Nominating Committee; and 6.3.2 Any person who, pursuant to procedures adopted by the Balloting Committee, files with the Secretary a petition signed by 50 voting members of the Association. 6.4 Responsibilities: The ALB shall have the following responsibilities: 6.4.1 To solicit information from all alumni through, for example, town meetings, surveys, interviews, and other opiniongathering tools, and through communication with the Assembly; 6.4.2 To use the annual meeting of the Association as a channel for communication of alumni information and views (pursuant to Section 4.3.2); 6.4.3 To relate the information so obtained to the Board of Trustees and the College Administration as part of an ongoing process of dialogue and support for the College; and 6.4.4 To report on ALB activities to the alumni on an ongoing basis and, in particular, at the annual meeting of the Association. Alumni Governance Task Force Draft 9/8/05 14 6.5 Eligibility for Future ALB Service: An Association member who has completed his or her service on the ALB may run for election to the ALB again after a period of not less than nine years following the conclusion of his or her service as an ALB member. ARTICLE VII: THE ALUMNI TRUSTEE NOMINATION PROCESS 7.1 Vacancies in Alumni Trustee Positions: In the event of an actual or anticipated vacancy in an alumni trustee seat on the Board of Trustees by the expiration of a stated term or the creation of a new alumni trustee seat by the Board of Trustees, the Association shall select a nominee for such vacancy under the procedures set forth in this Article. 7.2 Notice of Vacancy; Announcement of Nomination Process: The Nominating Committee shall give advance notice to Association members, by publication in the Alumni Magazine or other form of written notice approved by the committee, and by posting on the Alumni Association web site and through other appropriate means, of the procedure for nomination of candidates for alumni trustee by the Nominating Committee (the “Nominating Committee Trustee Slate”) and the procedure for nomination by petition, as described herein. Such notice shall specify the date of the Nominating Committee meeting at which the Nominating Committee Trustee Slate will be selected, and shall be given at least 120 days prior to that date. 7.3 Statement of Intent to Petition: No later than 45 days prior to the date of the Nominating Committee meeting at which the Nominating Committee Trustee Slate will be selected, any Association member (including a member of the Nominating Committee) who intends to seek nomination by petition shall notify the committee of his or her intent to do so (“Statement of Intent”). 7.4 Nominating Committee Process: Any Association member (including a member of the committee) may propose one or more names of voting members of the Association (including himself or herself and including persons seeking nomination by petition) for consideration for nomination as a candidate for alumni trustee by submitting the name(s) of the member(s) in writing to the committee at least 45 days prior to the date of the committee meeting at which Alumni Governance Task Force Draft 9/8/05 15 the Nominating Committee Trustee Slate will be selected. The committee shall: (i) review and evaluate the qualifications of Association members proposed for nomination for the position of alumni trustee under this Section 7.4; (ii) at its discretion, review and evaluate the qualifications of any or all persons who have submitted a Statement of Intent under Section 7.3; and (iii) select no more than two candidates for nomination for each alumni trustee vacancy, which candidate or candidates shall constitute the Nominating Committee Trustee Slate. 7.5 Notification of Nominating Committee Trustee Slate: Within three days of its selection under Section 7.4, the committee shall announce by posting on the Alumni Association web site and by other form of notice approved by the committee the name or names of the persons on the Nominating Committee Trustee Slate. 7.6 Petition Process: Any person who has submitted a Statement of Intent may qualify for nomination by petition by filing with the Secretary, within 60 days after the committee provides notice of the Nominating Committee Trustee Slate, a petition signed by one percent of the voting members of the Association, nominating the person as a candidate for alumni trustee, subject to his or her agreement to serve if elected. 7.7 Designation of Candidates: The Nominating Committee Trustee Slate and the persons who have qualified to run by petition shall be designated as candidates for nomination as alumni trustee. The Nominating Committee shall arrange for the prompt notification to the Association members of the candidates, by publication in the Alumni Magazine or other form of written notice approved by the committee, and by posting on the Alumni Association web site and through other appropriate means. 7.8 Balloting Procedure: The Secretary shall as soon as practicable after the announcement of candidates under Section 7.7 send to each voting member of the Association, by mail or other appropriate means, an official ballot and related materials containing the name(s) of the candidates nominated by the Nominating Committee and the name(s) of the candidates nominated by petition and such other information as shall be required by the nomination guidelines and the Balloting Committee. Candidates shall be identified on the ballot as nominated by petition or as nominated by the Nominating Alumni Governance Task Force Draft 9/8/05 16 Committee, as the case may be. No vote by proxy shall be allowed in voting for alumni trustees, and all ballots must be postmarked (or received by the Balloting Committee, if cast electronically) by the April 30th before commencement unless another date is specified by the Balloting Committee. 7.9 Determination of Nominee: In accordance with procedures adopted by the Balloting Committee, the voting process to select a nominee for alumni trustee, where there is a single vacancy, shall be as follows: 7.9.1 Elections with no more than two candidates: each voting member of the Association may cast a vote for one candidate on the ballot, and the candidate receiving the greater number of votes shall be the nominee of the Association for the office of alumni trustee. 7.9.2 Elections with three or more candidates: each voting member of the Association may vote by ranking his or her First Choice and Second Choice. In the first round of counting, voters’ First Choice votes shall be tallied. If a candidate receives a majority of the First Choice votes cast, that candidate shall be the nominee of the Association for the office of alumni trustee. If no candidate receives a majority of the First Choice votes cast, the candidate receiving the fewest First Choice votes shall be eliminated from the counting. The Second Choice votes designated on the ballots naming the eliminated candidate as the First Choice shall then be counted as additional First Choice votes cast for the remaining candidates. This process of eliminating the candidate receiving the fewest First Choice votes and counting the ballots for his or her supporters’ Second Choice as First Choice votes shall continue until a candidate receives a majority of First Choice votes cast. 7.10 Procedure for Two or More Vacancies: Should two or more vacancies exist in alumni trusteeships at the same time, (i) a single balloting contest involving all candidates selected by the Nominating Committee and any petition candidates shall be held, and (ii) the process for filling one vacancy shall be followed, except that after one candidate has received a majority of First Choice votes (thereby becoming the nominee for one alumni trusteeship) all of the Alumni Governance Task Force Draft 9/8/05 17 ballots shall be tabulated over again, this time ignoring any First Choice votes cast for the nominated candidate. (Example: if after a round of voting Smith receives a majority of First Choice ballots and becomes the nominee for one vacancy, ballots naming Smith as First Choice will instead be counted for those voters’ Second Choice.) 7.11 Related Matters: All ballots shall be preserved by the Secretary for one year or such longer period as any issue relating to the election is pending. The Secretary shall in no case communicate the state of the ballot to any person before its announcement to the Board of Trustees, and shall refer to the Balloting Committee all matters respecting votes of doubtful validity. 7.12 Other Alumni Trustee Vacancies: If a vacancy occurs in the office of alumni trustee otherwise than by the expiration of a stated term or the creation of a new alumni trustee seat by the Board of Trustees, and not more than one year remains in the unexpired term of such alumni trustee at the time such vacancy is created, the Assembly, upon nomination(s) made by the Nominating Committee, shall nominate an Association member to fill the vacancy for the unexpired term at any regular meeting of the Assembly or any special meeting thereof called by the President. The Balloting Committee shall decide on such further procedures to be followed in selecting a nominee for such vacancy or vacancies. If more than one year remains in the unexpired term of such alumni trustee at the time such vacancy is created, a nominee to fill the vacancy for the unexpired term shall be selected by special election conducted in accordance with Article VII. ARTICLE VIII: RULES OF PROCEDURE AND VOTING PROCEDURES 8.1 For all matters submitted to Association vote, voting shall be by individuals casting a vote by their choice of mail ballot, electronic ballot, or such other media as shall be determined by the Balloting Committee. 8.2 To the extent not otherwise inconsistent with this Constitution, the Assembly, the ALB, and each of the committees established hereunder shall have authority to adopt, by a majority vote, rules of Alumni Governance Task Force Draft 9/8/05 18 procedure including, but not limited to, rules concerning methods of voting and quorums, if any. ARTICLE IX: VACANCIES 9.1 In the event of a vacancy in the office of President-Elect, the Nominating Committee shall fill such vacancy for the balance of the term, at which time the office of President shall be filled by special election conducted in accordance with Article IV. 9.2 In the event of a vacancy in the office of President, the President- Elect shall assume the duties of President for the balance of the term while continuing to perform the duties of President-Elect. 9.3 In the event of a vacancy in the office of Immediate Past President, the President shall assume the duties of Immediate Past President for the balance of the term while continuing to perform the duties of President. 9.4 In the event of a vacancy in the office of Secretary that results from a vacancy in the position of Vice President for Alumni Relations, the President of the College shall designate a person to perform the duties of Secretary until the position of Vice President for Alumni Relations has been filled. 9.5 Vacancies occurring in other positions under this Constitution shall be filled by the organizations or bodies that originally filled them. Any person selected to fill any such vacancy shall serve in such position for the balance of the term of the person whose vacancy he or she is filling. ARTICLE X: REVIEW OF CONSTITUTION 10.1 To ensure the ongoing currency and effectiveness of the alumni governance system, the Immediate Past President may from time to time, and in no event less often than once every five years, convene a Constitution Review Committee to consider possible revisions to this Constitution. The Constitution Review Committee shall consist of the Immediate Past President and the following persons appointed by the Nominating Committee: two members of the Assembly; two Alumni Governance Task Force Draft 9/8/05 19 members of the ALB; and two members of the Association who are not members of the Assembly or the ALB. The Immediate Past President shall chair the committee. 10.2 The Secretary shall notify the members of the Association that a Constitution Review Committee has been convened and shall invite all Association members to participate in the review process by submitting comments and suggestions to the Constitution Review Committee. 10.3 The Constitution Review Committee shall prepare, and shall promptly submit to the President and the Secretary, a written report of its findings and recommendations. The Secretary shall inform Association members of the results of the review and shall post the Constitution Review Committee’s report on the Alumni Association web site and through other appropriate means. ARTICLE XI: AMENDMENT OF CONSTITUTION 11.1 Amendments to this Constitution may be proposed as follows: 11.1.1 By the Constitution Review Committee; or 11.1.2 By any member of the Assembly; or 11.1.3 By any one percent of the voting members of the Association who file a proposed amendment that also identifies the amendment’s sponsor(s) over their own signatures with the Secretary. 11.2 A proposed amendment is adopted if it is approved by a two-thirds vote of Assembly members present and voting followed by a twothirds vote of all Association members who cast votes through all appropriate means. 11.3 A proposed amendment that is approved by a majority but less than two-thirds of Assembly members present and voting shall be submitted to Association vote, subject to the prior written approval of a majority of the sponsors of such amendment, with its failure to receive two-thirds approval by the Assembly noted in the voting materials, and shall be adopted if it is approved by a two-thirds vote of all Association members who cast votes through all appropriate means. Alumni Governance Task Force Draft 9/8/05 20 11.4 Defeated amendments may be proposed again at any time in accordance with the requirements set forth elsewhere in this Article XI. ARTICLE XII: EFFECTIVE DATE; TRANSITION PROVISIONS 12.1 Effective Date: This Constitution, if adopted in the manner provided under Article XIII, shall take effect on July 1, 2007 (the “Effective Date”). (The period between the date of adoption and the Effective Date shall be referred to herein as the “Transition Year.”) To achieve an orderly transition, the following shall take place: 12.2 Officers: 12.2.1 On the Effective Date, the following persons holding office as of June 30, 2007 shall assume the offices indicated and shall hold such offices until their successors are duly elected under this Constitution: Officeholders as of June 30, 2007: Offices Under This Constitution: President of the Alumni Council President of the Association President-Elect of the Alumni Council President-Elect of the Association and Chair of the Assembly President of the Association of Alumni Immediate Past President of the Association and Chair of the ALB 12.3 Assembly: 12.3.1 Directly Elected Members: During the Transition Year, pursuant to nomination procedures and election procedures established by the Transition Committee created pursuant to Section 12.7, an election among Association members shall be held to select the 15 at-large members of the Assembly who are directly elected (see Section 5.2.1.3). Staggered terms shall be established by having one third of the Assembly members so elected assigned a one-year term, one Alumni Governance Task Force Draft 9/8/05 21 third assigned a two-year term, and one third assigned a three-year term, such terms to be determined by lot under procedures established by the Balloting Committee. Thereafter, all at-large Assembly members who are directly elected shall be elected to serve three-year terms. 12.3.2 ALB Representatives: With respect to the six members of the Assembly granted membership by virtue of their election as at-large members of the ALB, such membership shall be effective concurrent with such members’ election to the ALB (see Section 12.4.1). 12.3.3 Class and Organizational Representatives: During the Transition Year, classes and organizations entitled to elect representatives to the Assembly shall communicate their selections to the President. Such selections shall become effective on July 1, 2007. Staggered terms shall be established by having one third of such representatives assigned a one-year term, one third assigned a two-year term, and one-third assigned a three-year year term, such terms to be determined under procedures established by the Transition Committee. 12.4 Alumni Liaison Board: 12.4.1 Directly Elected Members: During the Transition Year, pursuant to nomination procedures established by the Nominating Committee and election procedures established by the Balloting Committee, an election among Association members shall be held to select the six at-large members of the ALB who are directly elected (see Section 6.2.1). Staggered terms shall be established by having one third of the ALB members so elected assigned a one-year term, one third assigned a two-year term, and one third assigned a three-year term, such terms to be determined by lot under procedures established by the Balloting Committee. Thereafter, all ALB members so elected shall be elected to serve three-year terms. 12.4.2 Assembly-Elected Members: With respect to the six members of the ALB to be elected by the Assembly, such election shall take place as soon as practical after the Assembly has first convened. Staggered terms shall be Alumni Governance Task Force Draft 9/8/05 22 established by having one third of the initial group of ALB members elected by the Assembly assigned a one-year term, one third assigned a two-year term, and one third assigned a three-year term, such terms to be determined by lot under procedures established by the Balloting Committee. Thereafter, all ALB members so elected shall be elected to serve three-year terms. 12.5 Nominating Committee: 12.5.1 During the Transition Year, the Alumni Council shall select the initial members of the Nominating Committee to take office on the Effective Date. Six shall be persons who are members of the Alumni Council Nominating Committee immediately prior to the Effective Date; six shall be other Association members. 12.5.2 Staggered terms shall be established by having one-third of such initial members (equally divided between members then serving on the predecessor committee and new members) assigned a one-year term, one third assigned a two-year term, and one third assigned a three-year term, such terms to be determined under procedures established by the Transition Committee. 12.6 Balloting Committee: 12.6.1 During the Transition Year, the Nominating Committee shall select the initial members of the Balloting Committee to take office on the Effective Date. No more than three such persons shall be either members of the Alumni Council immediately prior to the Effective Date or initial Assembly members. 12.6.2 Staggered terms shall be established by having one-third of such initial members (equally divided between members then serving on the Alumni Council or Assembly and other members) assigned a one-year term, one third assigned a two-year term, and one third assigned a three-year term, such terms to be determined by lot under procedures established by the Balloting Committee. 12.7 Transition Committee: Alumni Governance Task Force Draft 9/8/05 23 12.7.1 During the Transition Year, the members of the Association Executive Committee as such is constituted immediately before the Effective Date, in consultation with the members of the Alumni Governance Task Force (as of December 31, 2005), shall constitute a Transition Committee which is authorized to take such actions, consistent with this Constitution, as are appropriate to address unforeseen transition issues and to achieve an orderly transition from the previous alumni governance system. ARTICLE XIII: ADOPTION The effectiveness of this Constitution is conditioned upon its approval by a two-thirds vote of Association members voting through all appropriate means. Such vote shall be conducted in a manner consistent with the Association’s procedures applicable to the election of alumni trustees under this Constitution.