Chicago-Kent College of Law Alumni
Board of Directors
Adopted May 8, 2008
Purpose and Powers
SECTION 1. General Purposes – The purposes for which the Chicago-Kent Alumni Board of Directors ("the Board") is organized is to foster a spirit of loyalty and fraternity among the alumni of the College; to foster and maintain the honor and integrity of the legal profession; to improve and to facilitate the administration of justice; to promote the study of law and research therein, the diffusion of knowledge thereof, and the continuing education of lawyers; to relieve, aid and assist deserving graduates, students and members of the faculty of Chicago-Kent College of Law ("the College"); to effect united action in promoting the general welfare of the College as an educational institution and in furtherance of the foregoing purposes, to promote, support, develop, encourage, maintain, receive and accept funds, gifts and contributions in connection with and in furtherance of the foregoing purposes and to establish, own, support, maintain, acquire, develop, and/or operate such other programs, activities, entities and institutions not inconsistent with the foregoing purposes, as deemed appropriate by the Board of Directors.
Board of Directors
SECTION 1. Number and Qualifications – The Board shall consist of not more than 22 nor fewer than 15 directors, with the exact number being determined from time to time by the Board. Members of the Board must have graduated from the College or one of its predecessor organizations, except for any student representative appointed by a majority vote of the Board.
SECTION 2. Nominations and Elections – Members of the Board shall be nominated by the Nominating Committee, in consultation with representatives of the College. A member of the Board shall be elected by a majority vote of the directors at first meeting of year, which is to be held in September.
SECTION 3. Term of Office – The term of office of any director shall be three years. Each director shall hold office from his or her election at the first meeting of the year until when his or her term shall expire, or until his or her successor is duly elected and qualified. A Board member can serve no more than two consecutive terms unless approved by a two-thirds vote of the Executive Committee of the Board.
SECTION 4. Monetary Commitment – Members of the Board shall contribute a monetary donation to the College in conjunction with their appointment to the Board in the form of annual contributions throughout their term of office. The total minimum annual donations for a Member of the Board is $1000, or $500 if the member is employed by a Public Interest agency or Governmental entity.
SECTION 5. Vacancies – Any vacancy occurring in the Board or any position to be filled by reason of an increase in the number of directors shall be filled by the Board. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.
SECTION 6. Removal – Any Board member may be removed by a two-thirds vote of the Board whenever the best interests of the Board.
SECTION 1. Annual and Regular Meetings – The regular meetings of the Board shall be held on dates and times to be determined by the Board. The Board shall hold no less than four meetings a year.
SECTION 2. Special Meetings – Special meetings of the Board may be called by the President of the Board or by not less than three directors.
SECTION 3. Attendance Policy – Members of the Board are required to attend at least 50% of all regular meetings. If said Member cannot attend a regular meeting, the Member is required to submit a request of absence, which will be approved by the Executive Committee to count towards attendance records.
SECTION 4. Quorum – A simple majority of the members of the Board as then constituted shall constitute a quorum for the transaction of business at any meeting of the Board, either by presence or herby proxy. This simple majority may be overruled by a majority of the executive board.
SECTION 5. Manner of Acting – The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Voting may occur by voice vote unless a majority of the directors present require a ballot procedure to be used. Any ballot procedure shall be implemented in a manner prescribed by the President of the Executive Committee of the Board.
SECTION 6. Informal Action by Directors – Any action required to be taken at a meeting of the Board or any other action which may be taken at a meeting of directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors.
SECTION 1. Membership – The Executive Committee shall consist of a President, a President-Elect, a First Vice President, a Second Vice President, and the Immediate Past President. The Dean of the College shall also serve on the Executive Committee. The Board may elect or appoint such other officers as it shall deem desirable. Such officers shall have the authority and perform the duties prescribed by the Board from time to time in consultation with representatives of the College.
SECTION 2. Election and Term of Office – The President-Elect, First Vice President and Second Vice President shall be elected by the Board every two years. Each officer shall hold office until his or her successor shall have been duly elected and qualified.
SECTION 3. Succession – The President-Elect shall at the conclusion of his or her term automatically succeed to the office of President. The President shall automatically succeed to the office of Immediate Past President.
SECTION 4. Removal – Any officer of the Executive Committee elected or appointed by the Board may be removed by a two-thirds vote of the Board whenever in its judgment, the best interests of the Board would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 5. Vacancies – A vacancy of any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
SECTION 6. Duties of Officers – The officers of the Executive Committee shall be responsible for the following duties and, in the case of any Vice President, any other duties the President may reasonably designate from time to time in consultation with representatives of the College.
(i) President – The President shall be the chief executive officer of the Board and in general shall supervise and control all of the business and affairs of the Board. He or she shall preside at all meetings of the Board and of the Executive Committee. He or she shall be an ex-officio member of all committees of the Board and shall chair the Awards Committee. He or she shall perform all duties incident to the office of President and such other duties as may be reasonably prescribed by the Board from time to time or requested by representatives of the College.
(ii) President-Elect – The President-Elect shall be responsible for the fundraising efforts of the Board and for assuming the President's duties in the President's absence for any reason. The President-Elect shall chair the Scholarship Committee.
(iii) First Vice President – The First Vice President for shall be responsible for all Board programs and shall chair the Programming Committee.
(iv) Second Vice President – The Second Vice President shall be responsible for coordinating alumni participation in selected law student programs and shall chair the Student Relations Committee.
(v) Immediate Past President – The Immediate Past President shall be responsible for the identification and recruitment of new Board Members and shall chair the Nominating and Board Development Committee
SECTION 7. Executive Committee Meetings – Meetings of the Executive Committee may be called by the President or by not less than three officers of the Executive Committee.
(i) Quorum – A majority of the officers of the Executive Committee as then constitutes shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
(ii) Manner of Acting – The act of a majority of the officers present at a meeting at which a quorum is present shall be the act of the Executive Committee, except where otherwise provided by law or by these Bylaws.
Additional Committees of the Board of Directors
SECTION 1. Establishment and Appointments – The Board or the Executive Committee may create by majority vote such additional committees, whether standing or special, as it may deem appropriate from time to time. Each such committee shall have as its number of members and its powers and duties as stated in the resolution of the Board creating it, so long as the same shall conform to the requirements of these Bylaws.
SECTION 2. Standing Committees – The Board shall maintain the following standing committees for the following purposes:
(i) Scholarship Committee – The purpose of the Scholarship Committee shall be to oversee all activities and fundraising associated with the Alumni Association Board of Directors Scholarship, awarded to continuing students who demonstrate financial need. The Scholarship Committee shall meet at the times and places deemed appropriate by the chairperson, provided that such committee shall meet not less than two times each calendar year, and shall be chaired by the President-Elect.
(ii) Programming Committee – The purpose of the Programming Committee shall be to organize all Board programs and events. Such committee shall meet at the times and places deemed appropriate by the chairperson, the First Vice-President, provided that such committee shall meet not less than four times each calendar year.
(iii) Student Relations Committee – The purpose of the Student Relations Committee shall be to enhance the educational experience of the student body of the College through increased alumni participation in student activities and through offering more opportunities for alumni and student interaction. Such committee shall meet not less than four times each calendar year at such location as the chairperson, the Second Vice-President, may deem appropriate.
(iv) Nominating and Board Development Committee – The Nominating and Board Development Committee shall be chaired by the Immediate Past President and comprised of the Dean of the College, the President of the Board and not less than two nor more than four members of the Board. Such committee shall meet at least two times per calendar year. The purpose of the Nominating Committee shall be to consider members of the Alumni Association to replace outgoing members of the Board. The Nominating Committee shall present its recommended nominees to the Board for approval at the first meeting of the year of the Board.
(v) Awards Committee – The Awards Committee shall be chaired by the President and comprised of the Executive Committee and at least two other members of the Board. Such committee shall meet at the times and places deemed appropriate by the chairperson provided, however, that the committee meets at least once each calendar year. The purpose of the Awards Committee is to bestow upon deserving members of the Alumni Association awards for service to the college, professional achievement, outstanding achievement by a young alumnus (10 years or less) and for public service. The committee shall determine the criteria for any award given by the committee in consultation with representatives of the College.
SECTION 5. Young Alumni Council – The Board may form a Young Alumni Council comprised of recent graduates of the College for the purpose of cultivating members for eventual Board membership. The Young Alumni Council members shall have no formal financial obligation to the Board. The terms of Young Alumni Council members shall be determined by the Board.
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of two-thirds (2/3) of the directors present at any regular meeting or special meeting at which a quorum is present, provided that at least thirty (30) days written notice of such meeting and of the proposed changes in the Bylaws is given prior to the meting which such changes are to be presented for approval.
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The undersigned Secretary certifies that the attached Bylaws were adopted by the Board of Directors on May 8, 2008 and unless indicated otherwise are in full force and effect.
John G. Locallo '86
ADDENDUM TO BY-LAWS
Addendum to ARTICLE IV – EXECUTIVE COMMITTEE, SECTION 2: ELECTIONS
As of September 2008, the Board of Directors Executive Committee will begin its second year of a two-year term; therefore, elections for a new two-year term Executive Board will be held in September 2009. The Executive Committee, as it stands, for the 2008-2009 year is as follows:
President John Locallo ‘86
Immediate Past President Robert Surrette ‘97
President-Elect Daniel Kirschner ‘98
First Vice President Tarek Fadel ‘03
Second Vice President Paul Miller ‘00