Governance

Bylaws

ARTICLE I.                           OFFICE

The Association shall maintain its office at Fairbanks, Alaska.

ARTICLE II.                         SEAL

The Association may have a seal.

ARTICLE III.                       MEMBERSHIP

Section l.        Classes of Members:  The Association shall have three classes of members.

  1. Regular Members:  Any individual holding a degree or having earned a minimum of nine (9) credits in any college, school or department of the UAF and whose class has been graduated, shall be eligible for membership as a Regular Member.  Only active Regular Members may be elected to serve on the UAFAA Board of Directors, may vote in elections for Directors and vote on changes to the Association constitution.  (Amended 1/18/2003; 4/29/2016)
  2. Honorary Members:  Those individuals who, in the opinion of the Board of Directors, have exhibited outstanding service to the UAF and/or its alumni may be granted Honorary Membership by unanimous vote by the members of the Board of Directors present and voting at any regular or special meeting.  Recipients of UAF honorary degrees, distinguished alumnus awards, and all outgoing UAF employees given emeritus status will automatically be eligible for Honorary Membership in the Association.  They will be granted a complementary one-year membership.  Honorary Members are not eligible to serve on the Board of Directors, vote in elections for board members or vote on changes to the Association constitution or bylaws.  (Amended 1/18/2003; 1/26/2008)
  3. Associate Members:  Any individual who does not qualify as a Regular or Honorary member, but who shows an active interest in the affairs of the UAF and/or this Association through volunteerism or monetary support, may be granted an associate membership at the discretion of the Executive Director.  In addition, alumni of other units of the University of Alaska, and individuals granted associate membership in an authorized UAFAA chapter may be granted associate membership in the Association. Associate members are not eligible to serve on the Board of Directors, vote in elections for board members or vote on changes to the Association constitution.  (Amended 10/24/1987; 1/18/2003; 4/29/2016)

Section 2.        Active Members:  Any Regular, Honorary or Associate Member of the Association may become an Active Member by payment of annual dues each year or through life membership subscription.  The minimum dues level will be set in Association policy.  (Amended 5/11/1987; 01/18/2003)  Complimentary one-year active membership is granted to degree recipients following receipt of that person’s initial degree from UAF.  An annual membership card shall be provided to Active Members. Active membership entitles the member to all membership benefits, except for the exclusions set forth in Sections 1.B and 1.C.  (Amended 10/24/1987; 1/18/2003; 1/26/2008; 4/29/2016)

Section 3.        Committee Members:  Persons serving on committees may vote on matters presented to the committee for vote, whether or not they are Active members of the Association.

Section 4.        Transfer of Membership:  Membership in the Association is not transferable or assignable.

 

ARTICLE IV.                     ASSOCIATION MEETINGS

Section l.         Annual Meeting:  The annual meeting of the Association shall be held at a time specified by the Board.  (Amended 5/06/1989) No notice is required for annual meetings.

Section 2.         Special Meetings:  Special meetings of the members of the Association may be called by the President of the Board of Directors and shall be called by the President at the written request of 50 active members.

Section 3.         Notice of Special Meetings:  Notices stating the place, day, hour and purpose(s) of special meetings, as established by the Board of Directors, shall be published as appropriate by the Executive Director.  (Amended 1/26/2008; 4/29/2016)

Section 4.         Quorum:  A quorum for an Association meeting shall be 50 Active Members represented in person.

Section 5.         Proxies:  A voting member may vote only one written proxy provided by another Active Member.

Section 6.         Right to Vote:  Active Members must have their membership verified in order to vote at any regular or special meeting of the Membership.

 

ARTICLE V.                      BOARD OF DIRECTORS

Section l.          General Authority:  The business and property of the Association shall be managed by and controlled by the Board of Directors, subject to the restrictions imposed by law, the Constitution of the Association, and these bylaws.  The elected Board of Directors may exercise all the powers of the Association. (Amended 9/23/16)

Section 2.         Qualifications:  A person must be an Active Member to run for and/or serve on the Board of Directors.  (Amended 1/18/2003)

Section 3.         Classification:  Members of the Board of Directors shall serve three-year terms.  These terms shall be staggered to provide for the election of three directors in class A and four directors in classes B and C; one class election in each of three different years, so that class A will be elected one year, class B the next, and class C the following year, after which class A elections will be held again.  Members of the Board of Directors who are in good standing shall hold office until their successors have been duly elected and election results certified by the Board of Directors.  A member may serve a maximum of two consecutive full terms, after which the member shall be ineligible to serve for three years.  A member who has served for more than eighteen (18) months of a three (3) year-term is considered to have served a full term.  A former Executive Director of the Association is not eligible to run for a seat on the Board of Directors until three years following his or her separation of service. A sitting Executive Director will serve as an ex-officio, non-voting member of the board. (Amended 5/2/1992; 1/13/1996; 1/18/2003; 1/26/2008; 9/23/16)

Section 4.         Representation:  The Board of Directors shall consist of eleven elected directors who will be eligible to cast votes on all Board business. The elected directors will be divided into three groups, of which two will have four members each and one will have three members.  There shall be at least one director elected from Southeast Alaska; one director from an area outside Alaska; two directors from Southcentral Alaska; three directors from the Fairbanks North Star Borough (FNSB); one director from Rural Alaska; one director from the Municipality of Anchorage; and two directors elected at-large. Residents of Alaska living in the Municipality of Anchorage, the Kenai Peninsula Borough, the Matanuska-Susitna Borough and the Kodiak Island Borough are eligible to hold a Southcentral seat; residents living outside of those areas designated above are eligible to hold the Rural seat. Members who reside outside Alaska are eligible to hold the Outside seat. At-Large seats can be filled by any Active Member. Additionally, presidents of each Chapter of the UAFAA shall be an ex-officio, non-voting director during his or her term as chapter president. A chapter president may hold an elected seat on the Board of Directors and simultaneously serve as a chapter president. The President may annually appoint a member of the student body to serve in an ex-officio, non-voting capacity on the Board of Directors. Elected Directors shall be elected by position with the location requirements and class for such positions as follows:  (Amended 1/26/2008; 9/23/16) 

Position Class Location Requirement 1 A Rural; 2 A Southcentral; 3 A FNSB; 4 B Southcentral; 5 B FNSB; 6 B At Large; 7 B Southeast; 8 C At-Large; 9 C FNSB; 10 C Outside; 11 C Municipality of Anchorage (MOA). An elected director may fill out his or her term if he/she has had to relocate out of their original location area. (Amended 9/23/16)

Section 4 a.      Ex-Officio Directors: The Presidents of each Chapter of the UAFAA, a member of the student body selected by the President, the sitting Executive Director of UAFAA, the sitting UAF Chancellor, and the sitting Director of Development and Alumni Relations shall each serve as non-voting, ex-officio members of the UAFAA Board of Directors. (Amended 1/26/2019)

Section 5.       Elections:  A candidate shall run for a specified seat, either an At-Large or an area seat.  Active Members shall cast ballots to elect directors.  Ballots shall be cast no later than the date specified on the ballot.  The Board Governance Committee will certify election results. Directors elected shall assume office at the point in the agenda of the spring meeting which marks the conclusion of old business and the beginning of new business.  (Amended 5/11/1987)

Section 6.       Nominations:  Nominations for Directors shall be solicited from the Association’s chapters, Active Members and Board of Directors.  (Amended 10/30/1993

Section 7.       Recall:  A recall election of a Director shall be held at the written request of 50 Active Members of the Association.  One or more of the Directors may be recalled by a majority vote of the ballots received from the Active Members voting.  Elections for new Directors(s) to serve unexpired terms shall be held as soon as possible following a successful recall vote.  In the event of a recall of over 75% of the total elected board Directors, an interim committee of one to five Association members, selected by the Chancellor, shall join with the remaining directors (if any) to oversee the election and shall act as a caretaker committee until the new directors are elected and the elections certified by the caretaker committee.  Those Board members whose names appear on a recall ballot will not participate in the supervision of the recall election.

Section 8.       Regular Meetings:  Three regular meetings of the Board of Directors shall be held annually, one in the fall, one in winter, and one in the spring.  (Amended 10/30/1993)

Section 9.        Special Meetings:  Special meetings of the Board of Directors may be called by the President or by a majority of the Directors.

Section 10.      Notice:  Notice of regular meetings shall be announced publicly and posted at the UAF Alumni Office at least three weeks prior to the meeting.  Notice by telephone, fax or electronic transmission of any Special Meeting of the Board of Directors shall be given to the board members at least three days (72 hours) prior to the meeting.  The purpose(s) of a Special Meeting of the Board of Directors must be specified in the notice of the meeting.  No action shall be taken on any issue(s) not specified in the notice.  (Amended 1/18/2003; 4/29/2016; 9/23/16)

Section 11.     Quorum:  A simple majority of the elected Directors shall constitute a quorum for the transaction of business at any Regular or Special Meeting of the Board.  A simple majority of the quorum will be required to take any action and that action shall be the act of the full Board of Directors.  (Amended 1/26/2008; 4/29/2016)

Section 12.     Vacancies:  A vacancy not occurring as a result of recall election on the Board of Directors shall be filled by the President by appointment and approved by a majority vote of the remaining Directors present at a Regular meeting, Special meeting, or by electronic vote even if there is less than a quorum of the Board of Directors remaining or voting.  (Amended 1/26/2008)  A director elected to fill a vacancy shall serve out the unexpired term of that seat.  (Amended 5/06/89)  The President will first consider candidates in the active nomination file, with consideration given to board profile criteria.  (Amended 10/30/93)

Section 13.      Compensation:  Directors, with the exception of the Executive Director, shall not receive a salary for their board services.  Directors may be reimbursed for transportation, lodging, and per diem.  The Board of Directors shall maintain Policies and Procedures regarding the circumstances under which transportation, lodging and per diem are reimbursed. No other expenses will be reimbursed unless approved in advance of a meeting by the Executive Committee for extraordinary circumstances.  No board member may incur any liability for the Association without prior authorization of the Board of Directors.  (Amended 1/26/2008; 4/29/2016; 9/23/16)

Section 14.      Conduct: If there is a complaint from alumni, staff or the community that a current Director has violated the Board’s Code of Conduct, the complaint shall be reported to the Board President or the UAF Alumni Association Executive Director. In the event that the complaint cannot be resolved between the two parties (with or without the involvement of the Board President or the UAF Alumni Association Executive Director), the Board may choose to resolve the complaint internally, through mediation, or may request an independent review of the complaint, with a report and recommendations for resolution. The full Board will determine next steps, including removal, if appropriate.

Section 15.      Removal of Directors: If a Director fails to attend at least two meetings of the Board of Directors in one 12-month period without being excused, or if a Director breaches the Director’s fiduciary obligations to the Association or the Board, materially breaches these bylaws or the UAFAA Board Policies and Procedures, is found by the Board to violate the Association’s Code of Conduct or otherwise materially fails in the Director’s obligations as a member of the Board of Directors, then the Board shall provide written notice to the Director that the Board intends to remove the member, specifying the reasons therefore. Prior to voting to remove the member, the Board shall provide the Director the opportunity to respond in writing and, if the Director chooses, to address the Board of Directors as its next Regular Meeting. If the Board determines, after considering the Director’s response (if any) for the reasons for the intended removal, that the Director in question cannot or will not fulfill the Director’s duties, the board may, by unanimous vote of the Directors present, but not including the vote of the Director in question, remove the person as a Director of the Association. (Amended 1/18/2003; 9/23/16)

Section 16.      Powers:  Without limiting the general powers conferred by these bylaws and provided by law, the elected Board of Directors shall have in addition, the following powers:

  1. To amend Association bylaws;
  2. To establish and approve written Association policies;
  3. To lease, purchase or otherwise acquire, for and in the name of the Association, any real estate, personal property, letters, patents, concessions, licenses, inventions, bonds, debentures, securities and other property rights or privileges;
  4. To sell or otherwise dispose of any of the Association’s assets or acquisitions;
  5. To enter into agreements and contracts with individuals, corporations or governments;
  6. To participate in and jointly approve the selection of the Executive Director of the UAF Alumni Office;
  7. To appoint, direct, and remove at its pleasure any and all officers and agents of the Association and to prescribe duties for officers and agents;
  8. To borrow money and otherwise incur indebtedness, and to mortgage the property of the Association;
  9. To keep a complete record of all membership and Board minutes;
  10. To conduct and administer fund drives.  (Amended 1/18/2003)

Section 17.     Limitation on Powers: No board member may incur any liability for the Association without prior authorization by the Board of Directors.

 

ARTICLE VI.                    OFFICERS

Section 1.       Number:  The officers of the Association shall include an elected President, an elected Vice President, an elected Secretary, an elected Treasurer and the Executive Director.  Ex-officio board members are ineligible to serve as board officers. (Amended 5/3/1997; 1/26/2008; 9/23/16)

Section 2.       Election and Term of Office:  After the initial election, the officers of the Association shall be elected annually by a majority vote of the Board of Directors at the spring meeting.  If such election of officers is not held at the spring meeting, an officer shall hold office until his/her successor has been duly elected, except as hereinafter provided.

Section 3.       Removal:  The President, Vice President, Secretary and Treasurer may be removed by a majority vote of the Board of Directors whenever, in the Board's judgment, the best interests of the Association would be served.  (Amended 1/26/2008)

Section 4.        Vacancies:  The Board of Directors may fill a vacancy in any office by a majority vote of Directors present at any Special Meeting or at the next Regular Meeting of the Board of Directors. (Amended 4/29/2016)

Section 5.        President:  The President shall be the principal officer of the Association and shall supervise the business and affairs of the Association.  The President shall preside at all meetings of the membership and of the Board of Directors.  The President or any other proper officer of the Association authorized by the Board of Directors shall sign with the Executive Director any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed.  In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 6.        Vice President:  In the absence of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers and be subject to all of the restrictions upon the President.  The Vice President shall perform such other duties as may be assigned by the President or by the Board of Directors. 

Section 7.        Secretary:  The Secretary shall work with the Executive Director to review the minutes for accuracy.  The Secretary does an annual report of historical documentation, board resolutions, board member changes and other duties as may be assigned by the President or by the Board of Directors.  (Amended 1/26/2008; 4/29/2016)

Section 8.       Treasurer:  The Treasurer shall oversee the management of all funds and securities of the Association; prepare budgets; oversee the preparation of financial statements; and perform all duties incident to the office of Treasurer and other duties as may be assigned by the President or by the Board of Directors.  (Amended 5/3/1997; 1/26/2008; 4/29/2016)

Section 9.        Executive Director:  The Executive Director shall coordinate, administer and expedite the programs of the Association as determined by the Board of Directors; keep minutes of the meetings of the membership and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these bylaws; be custodian of the Association records; edit and publish all publications of the Association; prepare and submit all reports of the Association; assist all recognized chapters of the Association; serve as non-voting ex-officio member of the Board of Directors; and in general perform all duties incident to the office of Executive Director and such other duties as may be assigned by the President or by the Board of Directors.  (Amended 5/3/1997)

ARTICLE VII.                    COORDINATION WITH THE UNIVERSITY OF ALASKA

In matters that directly concern UAF and/or the Association, the Board of Directors may seek the advice of the University of Alaska through the UAF Chancellor, the President, University Counsel, and the Board of Regents.

ARTICLE VIII.                   COMMITTEES

Section 1.         Standing Committees.  The Board shall have the following standing committees:

  1. Executive Committee:  Members - President, Vice President, Treasurer, Secretary and the immediate Past President (if still on the board). If the immediate Past President is no longer on the board, then at least one other member of the Board of Directors as appointed by the President.  Executive Director shall serve as ex-officio, non-voting member.  Chair - President.  Charge - Meet monthly to transact business of the Association in intervals between board meetings.  Shall possess and may exercise any and all powers of the Board, but shall not overrule, reverse, or change substantial acts of the Board.  Minutes of all Executive Committee meetings shall be kept by the board secretary and submitted at the next Board of Directors' meeting.  All Executive Committee actions shall be subject to revision and alteration by the Board. (Amended 4/29/2016: 4/24/2021)
  2. Finance Committee:  Members—Executive Committee plus a minimum of three Active Members of the Association appointed by the President. Each Board Member shall be required to serve on the Finance Committee for the first year of their first term. Chair—Board Treasurer. Charge—Meet quarterly to review and prepare Association’s budget, oversee annual financial audit, financial statements, investment account, and benefactor fund; and administer any fund drives. (Amended 1/18/2003; 4/29/2016; 1/26/2019; 4/24/2021)
  3. Awards Committee:  Members - a minimum of three Active Members of the Association, appointed by the President, and confirmed by the Board.  One member shall be a member of the board. Chair - appointed by the President.  Charge - shall be responsible for soliciting, compiling, and submitting nominations for annual alumni awards. (Amended 10/30/1993; 1/18/2003; 4/29/2016)
  4. Legislative Committee:  Members - committee shall consist of representatives from Southcentral, Southeastern, Northwestern and Interior Alaska appointed by the President from the active Association membership.  Chair - shall be appointed by the President and serve as the legislative liaison.  Charge - shall be responsible for passing on relevant alumni and UAF concerns to legislators, and relevant legislative actions.
  5. Board Governance Committee:  Members—at least one Active Board Member of the Association appointed by the President and confirmed by the Board in addition to each Board Member serving their first year of their first term. Charge: support Board training, development, new board member recruitment and administering elections in accordance with the Association's policies and procedures. The Board Governance Committee shall present the slate of candidates for Board approval prior to Board elections. (Added 1/26/2008; Amended 4/29/2016, 1/26/2019)
  6. Scholarship Committee:  Members – at least one active board member of the Association appointed by the President and confirmed by the Board.  Charge – review applicants and make recommendations for Association scholarship recipients. Make recommendations on scholarship policies to the board.  Participate in scholarship fundraising efforts.  (Added 1/26/2008; 4/29/2016)

Section 2.         Ad Hoc Committees:  The Board of Directors may create any ad hoc committees that it deems appropriate for the general purposes of the Association, and designate their members.  The members may or may not be members of the Board of Directors.

 

ARTICLE IX.                    RULES OF CONDUCT

Rules of conduct for all meetings shall be the current edition of Roberts' Rules of Order.

 

ARTICLE X.                       FISCAL YEAR

The fiscal year of the Association shall begin on the first day of July in each year and end on the last day of June in each year.

ARTICLE XI.                     PUBLICATIONS

Alumni Publication. The Association shall cause to be published a semi-annual publication, the aim of which shall be to inform the members of the Association of general alumni events and undertakings, matters of particular interest to individuals or groups of alumni, and of UAF affairs in general. All UAF alumni shall receive two issues annually of the University publication. Additionally, Active Members will receive two issues annually of the Association publication. (Amended 1/26/2008; 4/29/2016)

 

ARTICLE XII:                 UAFAA NETWORKS (Amended 1/11/1992; 1/28/2023)

Section 1.  Recognition: In an effort to encourage greater involvement  among alumni of UAF, UAFAA encourages the development of affinity Networks. Networks will generally be composed of UAF alumni organized around particular areas of interest, colleges, programs, or other aspects of life at UAF. All other chapters are dissolved. UAFAA no longer recognizes previous chapters as affiliated organizations. 

Section 2.  Finances and Property:  No Network shall be authorized to financially obligate UAF or the UAFAA. Recognized Networks will not hold any finances or property. 

Section 3.  Coordination:  The UAFAA may provide coordination for recognized Networks at a level approved by the Board of Directors.

Section 4.  Assistance:  The Executive Director will provide assistance to recognized Networks at a level approved by the Board of Directors.

Section 5.  UAFAA Board Participation:  Network ambassadors shall be ex-officio, non-voting members of the UAFAA Board of Directors and participate in regular engagement meetings with board and staff leadership.  

 

ARTICLE XIII:                   AMENDMENTS (Amended 1/11/1992)

These bylaws may be amended and new bylaws may be adopted by a two-thirds vote of the entire Board of Directors at any Regular Meeting or at any Special Meeting.  A notice of intention to amend, the proposed amendment, and the date of the meeting at which the proposed amendment(s) will be reviewed and voted on must be included in (1) a notice presented in the alumni publication, and (2) a letter of notification sent to each Chapter president and UAFAA Directors at least 30 days prior to the meeting at which the amendment will be reviewed.

Adopted by the Board of Directors of the University of Alaska

Fairbanks Alumni Association on the 16th day of May, 1986.

(Amended 5/6/1989; 1/20/1990; 1/11/1992; 5/2/1992; 10/30/1993; 1/13/1996; 5/3/1997; 1/18/2003; 1/26/2008; 4/29/2016; 9/23/16; 1/26/2019; 4/24/2021; 1/28/23)