The name of this association is National Graduate School Alumni Association.
1.02. Principal Office.
The principal office of the association shall be located at The National Graduate School of Quality Management 186 Jones Road, Falmouth, MA 02540, or wherever the Board of Directors of the Association shall from time to time designate the location of the principal office. A Membership Book, which shall contain a record of its members, giving the names and addresses of all members, will be kept in the principal office.
The duration of existence of this association shall be perpetual.
The purpose of this association shall be defined by its Vision and Mission Statements. The Association and its Board of Directors are responsible for developing and implementing those action plans and activities that best meet the spirit of the Vision and Mission Statement.
1 The values of NGS are embodied in an institutional spirit that collectively engages the President, trustees, faculty, staff, alumni, friends, parents and students who together strive to educate men and women to become champions of quality in all their individual and collective endeavors. The fundamental traditions of NGS include excellence, continuous improvement and transformative leadership– the leadership of tomorrow.
1.05. School Relationship.
The NGSAA recognizes the unique relationship that exists between it and the School, specifically the alumni office and that offices staff. Duties and responsibilities of each to the other will be defined in a Memorandum of Understanding. This document will be reviewed and updated every two years following the election of a new president of the NGSAA. This review will be conducted by the executive committee and the senior representative of the school to the alumni office.
The members of the association shall consist of the graduates, former students and friends of The National Graduate School to whom membership has been bestowed by the Board of Directors. The list shall be kept on file at the registered office of the association and shall be subject to inspection by any member at any time during usual business hours.
2.02. Place of Meeting.
Meeting of members shall be held at the time and place/mode stated in the notice of the meeting or in a waiver of notice.
2.03. Annual Meeting.
An annual meeting of the general membership shall be held each year at NGS. Such meeting may be virtual or face to face at the discretion of the President. Any business to be placed on the agenda must be submitted in writing to the designated alumni officer no later than 30 days prior to the annual meeting. At the meeting, the members shall transact such business as may be properly brought before the meeting.
2.04. Special Meeting.
Special meetings of the members, for any purpose or purposes, may be called by the President, or a majority of the Board of Directors.
Written or printed notice, stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered before the date of the meeting either personally, electronically or by postal mail.
2.06. Quorum/Majority Vote.
The presence, in person, of ten (10) or more of the members entitled to vote shall constitute a quorum at meetings of the members for the transaction of business except as otherwise provided by statute or by these Bylaws. When a quorum is present at a meeting, the vote of the majority of the members present in person either face to face or on-line, shall decide any question brought before the meeting.
2.07. Method of Voting.
Each member shall be entitled to one vote on each matter submitted to a vote at the annual meeting of members. At the annual meeting of the members, every member having the right to vote may vote in person. Any vote may be taken by voice,(electronically or face to face) or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.
3.01. Number; Qualification; Election; Term.
Directors immediately preceding the expiration of an officer’s term or whenever a vacancy exists. Officers may be elected by the Board to fill a vacancy at any meeting, whether regular or special.
Initially the business and affairs of the Association shall be managed by the School Board of Trustees who may exercise all such powers of the Association and perform all such lawful acts and things as are not (by Statute) directed or required to be exercised or done by the member until such time the Association Board of Directors is properly constituted. The Board of Trustees will suspend further involvement in the business of the Alumni Association, except as provided by the Bylaws or otherwise determined by proper authority, when the Board of Directors has been properly established.
3.04. Faculty Representative.
The Faculty Representative is selected from within the faculty of NGS. The Faculty Representative will serve as a voting Director for a term of four (4) years. The Faculty Representative will advise the Board with regard to appropriate matters of mutual interest or concern with the alumni and will perform liaison between the Board and the Faculty of NGS.
3.05. Student Representative.
The Student Representative shall provide guidance to the Board on any Student/Alumni activity and will bring to the Board the perspective of student and recent alumni. The Student Representatives will serve a nonvoting term of up to two (2) years participation and may include all NGS lifestyles. They will be selected by the members of the Student/Alumni Committee based on recommendations from the NGS staff.
3.06. President Emeritus.
The President Emeritus is the immediate Past President of the NGSAA. The President Emeritus will be an honorary member of the Board of Directors and the Executive Committee with no specified duties other than to provide advice and assistance in the conduct of Association business. The term of office will commence upon completion of the term as President and will continue until the term of the current President is complete. The President Emeritus will be welcome, but not required, to attend scheduled Board meetings. The President Emeritus will have no vote in Board of Directors proceedings. The President Emeritus will be expected to attend the Board of Directors Meeting and the Association Annual Meeting on the one year anniversary of assuming the President Emeritus position.
The association shall have six standing committees and such other special committees as the Board of Directors shall from time to time create. The President shall appoint the members of the committees from the general membership and shall designate a chairperson. The standing committees shall be an Alumni Class/Clubs Committee, an Executive Committee, a Nominating Committee, a Student Alumni Committee, an Outreach Committee which shall report to the Board of Directors.
4.01. Number and Terms.
The number of Directors of the Association upon adoption of these Bylaws shall be no less than (19). and no more than (24). Each director elected shall hold office for a term of four (4) years and until his/her successor shall be duly elected and qualified. Directors may be elected to serve no more than two (2) consecutive terms. The term of each director will begin at their election at the Fall meeting and terminate in the Fall meeting at the completion of their term. Each director will serve on at least one standing committee.
Each year the Nominating Committee shall nominate candidates to succeed the directors whose terms are expiring that year. The nominating committee shall also nominate candidates for any vacancies created by an increase in the size of the Board of Directors.
At the Annual meeting of the Board of Directors, Directors-elect shall assume office immediately following: The time when the Board has elected officers of the Association for the ensuing year.
Directors shall be graduates of NGS who as such are members of the Association; those alumni that have completed at least half the requirement for a Graduate Degree or an Honorary Degree Recipient.
Any one or more of the directors or officers may be removed at any meeting of the directors called expressly for that purpose, by the affirmative vote of at least two thirds (2/3) in number of the directors entitled to vote at any meeting of the directors. A director shall automatically be removed for purposes of this paragraph upon the failure of the director to attend two (2) consecutive meetings or three (3) meetings within a two-year period beginning with the first absence, of the Board of Directors unless the Executive Committee finds that the absenteeism was unavoidable and did not interfere with the director’s effective service on the Board.
A director, officer or agent may resign by giving written notice to the President or Secretary. The resignation shall take effect at the time specified in it, or immediately, if no time is specified. Unless it specifies otherwise, a resignation takes effect without being accepted.
Any vacancy occurring in the Board of Directors, whether by death, resignation, removal or creation of a new directorship, may be filled by an affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office until the expiration of the term of the director replaced and until his/her successor is duly elected and qualified. For the purposes of elective office, tenure for all Directors begins as they are seated to their own initial terms and does not extend from terms in which they fill un-expired directorships.
4.07. Election of Directors and Officers.
The directors elected each year shall be elected by a majority vote of the members. At each such election, every member shall have the right to cast one vote for as many persons as there are directors to be elected. Officers shall be elected by a majority vote of the members.
4.08. Place of Meeting.
Meetings of the Board of Directors, regular or special, shall be held at the place stated in the notice of the meeting or a waiver of notice.
4.09. Annual Meeting.
The annual meeting of the Board shall be held without further notice preceding the annual meeting of the general membership, and at the same place; unless, by unanimous consent of the directors then elected and serving, the time or place is changed.
4.10. Regular Meetings.
Regular meetings of the Board of Directors may be held at such time as determined by the Executive Committee.
4.11. Special Meetings.
Special meetings of the Board of Directors may be called by the President on twenty (20) days notice to each director, either personally, by mail, by fax or by e-mail.
Majority Vote. At meetings of the Board of Directors a majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transactions of business. 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 of Directors, except as otherwise specifically provided by statute, or these Bylaws.
The Board of Directors shall keep regular minutes of its proceedings. The minutes recorded and signed by the Secretary shall be placed in the minute book of the association.
5.01. Checks and Notes.
Checks, demands for money, and notes of the Association shall be signed by officer(s) or other person(s) designated from time to time by the Board of Directors.
Designation of banks and financial institutions where funds of the Association are to be deposited or invested, as well as authorization of other investments, shall be a function of the Board of Directors.
5.03. Fiscal Year.
The fiscal year of the Association shall begin on the first (1st) day of June each year and end the following May thirty-first (31st).
5.04. Amendment of Bylaws.
These Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors by:
Written notice, on the change in the by-laws, shall be delivered not less than seven (7) or more than fifty (50) days before the date of the meeting, either personally, by mail, or by email by or at the direction of the President of the Association, to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address with postage thereon prepaid.
Whenever, by statute, these Bylaws, or otherwise, notice is required to be given to a member, director, or committee members, and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given:
5.06. Construction and Severability.
Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely. If any portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible:
5.07. Table of Contents: Headings.
The table of contents and headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.
5.08. Rules of Procedure.
When these Bylaws do not specify procedures to be followed, Robert’s Rules of Order, Newly Revised, shall be used as a guide.
January 20, 2015