Constitution

University of Alaska Fairbanks

Alumni Association

ARTICLE I. NAME

The name of the organization is UNIVERSITY OF ALASKA FAIRBANKS ALUMNI ASSOCIATION, hereinafter referred to as the "Association". The University of Alaska Fairbanks and its predecessors, the University of Alaska at Fairbanks and the Alaska Agricultural College and School of Mines, are hereinafter referred to as "UAF".

ARTICLE II. PURPOSES

The purposes of this Association are as follows:

A. To organize UAF alumni and to foster a spirit of loyalty and fraternity;

B. To encourage alumni activities and participation;

C. To act as the guiding organization for UAF alumni chapters;

D. To promote the interests, welfare, and development of the UAF;

E. To direct fund-raising activities;

F. To operate exclusively for charitable and educational purposes, including, but not limited to, receiving contributions and paying them over to the UAF or to one or more organizations connected with the University of Alaska.

G. To operate in accordance with Section 501(c)(3) and to be exempt from taxation under Section 501(a) of the Internal Revenue Code, as now in force or afterwards amended.

ARTICLE III. POWERS

A. To have and exercise the general powers set forth in AS 10.20.011 as now in force or hereafter may be amended;

B. To accomplish the purposes of the Association in any lawful manner in accordance with this constitution and bylaws and with Section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV. REGULATION OF AFFAIRS

A. Political Activities. No part of the activities of the Association shall consist of attempting to influence any political campaign on behalf of or in opposition to any candidate for public office.

B. Distribution of Assets on Dissolution. Upon dissolution of the Association, its remaining assets, if any, shall be distributed to its successor or to the UAF provided the recipient is a tax-exempt organization in accordance with 501(c)(3) of the Internal Revenue Code.

C. Prohibited Transactions. The Association shall not engage in any of the prohibited transactions described in Section 503(c) of the Internal Revenue Code, or of the Alaska Non-Profit Corporation Act.

D. Trade or Business. The Association shall not be operated for the primary purpose of carrying on an unrelated trade or business as defined in Section 513 of the Internal Revenue Code.

E. Distribution of Earnings. No part of the net earnings of the Association shall inure to the benefit of any private individual or member within the meaning of Section 501(c)(3) of the Internal Revenue Code.

F. Compensation. No compensation shall be paid to any member, officer (except the executive director), director, trustee, creator, or organizer of the Association or substantial contributor to it, except as a reasonable reimbursement of expenses incurred on behalf of the Association and approved by the Board of Directors.

G. Loans to Directors and Officers. No loans shall be made by the Association to any of its directors or officers.

H. Public Purpose. The Association is organized to serve public interests. It shall not be operated for the benefit of private interests.

I. To the full extent permitted by law and subject only to those limitations expressly stated in AS 10.20.151 (d) and (e), no director of this association shall have any personal liability to the association for monetary damages for the breach of fiduciary duty as a director.

ARTICLE V. MEMBERS

The association may have one or more classes of members as set forth in the bylaws.

ARTICLE VI. BOARD OF DIRECTORS

The management of the affairs and concerns of this Association is hereby vested in its Board of Directors as described in and limited by the bylaws. The number of members on the Board of Directors shall be established in the bylaws.

ARTICLE VII. AMENDMENT

This constitution may be amended in the following manner:

A. Any proposed amendment(s) must be presented to the Board of Directors at a regular meeting of the Board of Directors.

B. At a subsequent regular meeting, the Board of Directors must approve the proposed amendment by a two-thirds majority.

C. Following approval by the Board of Directors and notice in the alumni publication, the proposed amendment must receive a two-thirds vote of approval of the ballots received by mail from the active members of the Association.

ARTICLE VIII. EFFECTIVE DATE

This constitution shall become effective as of the date approved.

DATE: October 31, 1986

____________________________ _____________________________

President Executive Director

Revised 04/11/91

Governance

Constitution