QUAA Constitution and Bylaws

Constitution

1.0 Name

The name of the Association shall be the Alumni Association of Queen's University at Kingston, also known as The Queen's University Alumni Association (the "Association"
or the "QUAA").

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2.0 Mission

To reach out and foster a lifelong association with Queen's, to engage our members in the life and work of the University, and to serve the alumni community in all its diversity.

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3.0 History

The Association formed as a result of the merger of two organizations of former Queen's students: the Alumnae Association - the organization of women graduates founded at the beginning of the 20th century to assist Queen's and especially women students - and the Alumni Association - the organization founded in 1926 to which all Queen's alumni belong. In 1990, the Alumnae Association amalgamated with the Alumni Association. Following this merger, the Committee on Women's Affairs ("CWA") was mandated to represent the interests and concerns of Queen's women and to work to advance scholarship and academic opportunity for women. (The terms

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of the merger are expressed in the "Terms of Amalgamation" signed by the Presidents of the Alumnae Association and Alumni Association, respectively). Currently, the Committee on
Women's Affairs is inactive.

The Association works in partnership with the Department of Alumni Relations (the "Department"), within the Office of Advancement at Queen's University. The Department also acts as a staff resource for QUAA programmes and initiatives. Formerly, the staff of the Department was semi-autonomous from the University. Since 1985-86, the Department has been fully operated and maintained by the University. The Association has a long history of serving its members by providing programmes and services and of supporting the University through fund-raising and volunteer involvement.

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4.0 Membership

4.1 Member

A member is an individual who has received a degree or diploma from the University, or has registered and attended classes for at least one full session (academic year or equivalent) and whose class has graduated.

4.2 Honorary Member

A friend of Queen's may be made an honorary member of the Association by vote of the Queen's Alumni Assembly. Honorary members shall have the same rights and privileges as members. The intent of this designation is to recognize exceptional service.

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5.0 Code of Conduct

The Association has developed a Code of Conduct to which alumni volunteers are expected to adhere while engaged in any official capacity related to the Association. The Code of Conduct may be viewed on the Association's website and is available from the
Department.

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6.0 Organization

6.1 Alumni Constituency Groups

Queen's alumni living throughout the world are encouraged to come together along geographic lines by forming local alumni branches and along such lines as Faculty, graduating class, education, community service and common interest.

The Association draws membership for its governance bodies from these constituency groups and areas of common interest to ensure that the Association governance bodies - the Alumni Assembly (the "Assembly"), the Board of Directors (the "Board"), and the
Executive Committee (the "Executive") - together reflect the broad diversity of the alumni population.

6.2 Alumni Assembly

6.2.1 Purpose

The Assembly is a forum for a diverse cross-section of alumni volunteers to come together to share ideas and provide input on major issues and priorities of the University and the Association. The Assembly is vested with constitutional amending power for the
Association.

6.2.2 Membership

Membership of the Assembly includes the following persons:
(a) All members of the Board.
(b) The President or delegate of each Alumni Branch.
(c) Up to sixteen (16) Members-at-Large, elected by the QUAA membership, each serving a non-renewable, two-year term. Eight (8) Members-at-Large shall be elected each year. This provides an opportunity for Alumni who are not Branch Presidents or members of the Board to actively
participate in, and learn about, the role of the QUAA.
(d) The Committees of the Board may each appoint up to four (4) individuals to Assembly for one-year terms with the appointees being eligible for reappointment at the discretion of the respective Committees.
(e) The Principal of Queen's University, or a delegate.
(f) The Senate of Queen's University may appoint one (1) member from the faculty or staff of the University.
(g) The President of the Alma Mater Society ("AMS"), and one (1) additional individual.
(h) The President of the Society of Graduate and Professional Students ("SGPS") and one (1) additional individual.
(i) The President of the Queen's Student Alumni Association.
(j) The University Council of Queen's University may appoint six (6) Alumni Councilors, each to serve one, non-renewable, three-year term.

6.2.3 Responsibilities

Assembly has the following responsibilities:
(a) To provide a forum for the development and training of alumni volunteers and for the sharing of ideas, spirit and enthusiasm among Assembly members. In this way, the Assembly will serve as a formal link between
the Association and its constituency groups.
(b) To provide input on major issues and essential priorities of the University and the Association.
(c) To ratify all members of the Board, except for the Head of the Department of Alumni Relations (who is a director ex officio), on the advice of the Leadership Selection Committee.
(d) To ratify the members of awards committees, on the advice of the Leadership Selection Committee.
(e) To ratify the members of the Leadership Selection Committee.

6.3 Leadership Selection Committee

6.3.1 Purpose

The Leadership Selection Committee is a committee of Alumni Assembly whose purpose is to solicit input from the Alumni and the staff of the Department in order to:
(a) propose a nomination slate to Alumni Assembly for vacant positions on the Board, and for awards committees, as determined by the Board;
(b) recommend nominees to the Board for any Executive, Board, awards, or other, committee vacancy that occurs between meetings of Alumni Assembly;
(c) assist "on campus" groups in finding alumni volunteers;
(d) assist the Association in recruiting student leaders into appropriate Association roles;
(e) ensure geographic, faculty, class and overall diversity in recruiting alumni volunteers.

6.3.2 Membership

The Leadership Selection Committee shall consist of the President, the Head of the Department of Alumni Relations and up to four (4) additional Alumni members. The
Leadership Selection Committee shall be chaired by the Executive Vice President - Leadership Selection, who is also a member of the committee.

6.3.3 Responsibilities

The Leadership Selection Committee has the following responsibilities:
(a) To canvass the members of the Association in order to develop a slate of nominees that reflects the broad diversity of the alumni population. In developing the slate of nominees, the Leadership Selection Committee
shall receive input from Assembly, the Board and Board Committees, the Alumni Branches, the membership-at-large and the staff of the Department.
(b) To present to the Assembly a slate of nominees for ratification as members of the Executive, the Board, Assembly, awards committees and the Leadership Selection Committee.
(c) To make nomination recommendations to the Board in cases where vacancies occur within the Executive, the Board, and awards committees positions between Alumni Assembly meetings.
(d) To seek out appropriate alumni volunteers to represent the Association in serving on boards, councils and committees of various "on campus" organizations.
(e) To recommend to the Board appropriate alumni volunteers to serve on task forces and special project committees which the Board may strike from time to time in the pursuance of its mission.

6.3.4 Procedures

The Leadership Selection Committee shall observe the following procedures:
(a) A call for nominations for all open positions on the Executive, the Board, members of the Leadership Selection Committee, and award selection committees will be made each year in a manner approved by the Board.
(b) All nominations will be received by the Leadership Selection Committee and a slate of nominees will be ratified by Alumni Assembly in a manner approved by the Board.
(c) The Chair of the Leadership Selection Committee, or designated alternate, shall act as Returning Officer and Chair of the ratification.

6.4 Board of Directors

6.4.1 Purpose

The Board is the senior governing body of the Association. The Board establishes priorities and policies that further the mission of the Association and advances the strategic priorities of the Association.

6.4.2 Membership

The Board shall be composed of not more than thirty-five (35) directors to be selected as
follows:
(a) All members of the Board, except for the Head of the Department of Alumni Relations (who is a director ex officio), shall be ratified by Alumni Assembly on the advice of the Leadership Selection Committee.
(b) Members of the Board Executive Committee shall be directors during their terms of office. The members of the Board Executive Committee are enumerated in the Bylaws.
(c) When vacancies occur on the Board, including the Executive Committee, between meetings of Alumni Assembly, the Leadership Selection Committee shall recommend candidates for ratification by the Board.

6.4.3 Responsibilities

(a) To establish priorities and policies for the Association that further the mission of the Association.
(b) To receive reports and to review and comment on the activities of the Association.
(c) To work in concert with staff in the Department to establish the policies and priorities by which the Department shall operate as a point of contact between the University and its Alumni.
(d) To review the Association's governance structure on a periodic basis to ensure that it is aligned with the organization's goals and priorities.
(e) To appoint Committees or subcommittees to address strategic and operational needs and issues. The Committees of the Board are enumerated in the Bylaws. Members of these committees shall be appointed based upon the recommendations of the committee chairs, with input from the Leadership Selection Committee and the Board.
(f) To adopt bylaws governing the procedures of the Association.
(g) To propose new policies and programs, and to propose amendments to the Constitution, as deemed necessary, to meet the objectives of the QUAA.
(h) To receive reports and recommendations from its Committees.
(i) To report to the Assembly on its activities and on the state of the Association.
(j) To consider all applications for the formation of new Alumni branches, and any other constituency groups, and to approve such applications on behalf of the Association. It is also the responsibility of the Board to review the operations and performance of Branches and other constituency
groups to ensure that each branch and constituency group sanctioned by the QUAA is fulfilling the mission of the QUAA in a responsible manner.

6.5 Executive Committee

6.5.1 Purpose

The Executive is charged with overseeing the implementation of the Association's priorities and policies.

6.5.2 Membership

(a) The President shall be ratified by Alumni Assembly and shall hold office for a two year, non-renewable term.
(b) The President has authority to delegate, at the President's discretion, the responsibilities of that office to any other director.
(c) The President-Elect shall be ratified by Alumni Assembly at the beginning of the second year of the President's term and shall hold office for a one year, non-renewable term.
(d) The Past President will be available as an advisor and a provider of institutional memory, but will not be a member of the Board.
(e) The Board Vice-Chair shall be ratified by Alumni Assembly and shall hold office for a two year, non-renewable term.
(f) The Board Secretary shall be ratified by Alumni Assembly and shall hold office for a two year, renewable term.
(g) The Executive Committee shall recommend a team of Executive Vice Presidents and Vice Presidents to the Board for ratification. A list of Executive Vice Presidents and Vice Presidents is included in the Association Bylaws.
(h) The Head of the Department of Alumni Relations is a member ex officio.
(i) In cases where vacancies occur within the Executive between meetings of Alumni Assembly the vacancies shall be filled by the Board upon the recommendation of the Leadership Selection Committee.

6.5.3 Responsibilities

(a) To manage the affairs of the Association and to act on behalf of the Board between its meetings.
(b) To represent the Association to the University's Officers and governance bodies and to external organizations.

6.6 Meetings

6.6.1 Assembly, Board and Standing Committees

(a) Meetings of Assembly, Board, and Board Committees shall be held and conducted in accordance with the provisions of the Association's Bylaws.
(b) The Assembly shall meet at least once a year in Kingston, Ontario.

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7.0 Annual General Meeting

The Annual General Meeting (AGM) of the Association shall be held once a year at the same time as the Alumni Assembly meets. All members of the Association shall be eligible to attend. The President shall report to the members on the past year's activities.

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8.0 Procedures

8.1 Amendments to the Constitution

8.1.1 Amendments may be proposed in writing by at least four (4) members of the Association. Proposers of an amendment are responsible for communicating with the Board Secretary in sufficient time [thirty (30) days] to permit notice of motion, along with a summary of reasons for the amen dment, to be forwarded to each member of Alumni Assembly at least fourteen (14) days prior to any vote on the amendment.

8.1.2 For adoption, amendments require the support of at least two-thirds of the Alumni Assembly members voting, provided that notice of motion with a summary of reasons has been circulated pursuant to 8.1.1 above.

8.2 Bylaws

8.2.1 The Board may adopt Bylaws, which are not inconsistent with the Constitution, with respect to any aspect of the organization or operation of the Association.

8.2.2 Bylaws may be proposed in writing by at least two (2) members of the Association. Proposers of a Bylaw are responsible for communicating with the Board Secretary in sufficient time [at least thirty (30) days] to permit notice of motion to be forwarded to
each member of the Board at least fourteen (14) days prior to the meeting of the Board at which the Bylaw is to be considered.

8.2.3 Bylaws may be adopted or amended by majority vote of the Board present, provided that notice of motion has been circulated pursuant to 8.2.2 above.

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9.0 Financial Matters

9.1 The financial reports for the Association shall be prepared by Departmental staff, in consultation with the appropriate University officers.

9.2 Association-related financial reports shall be subject to review and comment by the Board, and presented to the Assembly for information.

9.3 All central financial accounts of the Association and the Department shall be administered by the Department in accordance with Queen's University financial guidelines.

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Bylaws

1.0 Assembly

1.1The Assembly shall meet at least once a year.

1.2Notice of Business shall be forwarded to all members of the Assembly at least seven (7) days in advance of the meeting.

1.3 The President or their delegate shall chair the Assembly meeting and conduct the meeting under Bourinot's Rules of Order.

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2.0 Board

2.1 The Board shall meet in person, or via teleconference, at least four times each year.

The first meeting of the new Board shall:
(i) develop the Association's program plan for the forthcoming year;
(ii) determine the need for any task forces or committees, and notifying the Leadership Selection Committee accordingly;
(iii) develop and review terms of reference, goals and objectives with all committees and task forces;

2.2 The Executive Vice Presidents (EVP) and Vice Presidents (VP) of the Board shall be:
• EVP Board Secretary
• EVP Leadership Selection
• EVP Marketing and Communications
• EVP QUAA Development
• VP Annual Giving
• VP Students and Young Alumni
• VP Branch Development
• VP Queen's Mini-U

2.3 Unless noted otherwise in the Constitution, an individual can serve on the Board for a maximum of six (6) consecutive years unless he/she is a member of the Executive Committee.

2.4 Six (6) directors shall constitute a quorum at any Board meeting.

2.5 Notice of Business shall be forwarded to all members of the Board in advance of the meeting at which the matter is to be discussed.

2.6The President, or delegate, shall chair all meetings of the Board and shall conduct the meetings under Bourinot's Rules of Order.

2.7 The President determines when the meetings of the Board will occur; however, a meeting may be called at the request of any Board member.

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3.0 Board Committees

3.1 Board Committees will meet at the discretion of the committee Chair.

3.2 All Board Committees shall submit yearly action plans for review by the Board.

3.4 The Committees and Sub-Committees of the Board shall be:
(a) Awards and Recognition (sub-committee under EVP, Marketing and Communications);
(b) Branch Development;
(c) Students and Young Alumni (Graduate and Undergraduate);
(d) Annual Giving;
(e) Queen's Alumni Programming; and
(f) QUAA Development (includes sub-committees for Alumni Assembly Planning and University Council)

3.5 The Committees shall strive to have a diverse membership including Branch representation, Board members and a staff member of the Department.

3.6 The Board Committees shall be given the opportunity to report at all regular meetings of the Board.

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4.0 Executive Committee

4.1The Executive Committee shall comprise the following members:
• President-Elect
• Board Vice-Chair
• EVP Board Secretary
• EVP Leadership Selection
• EVP Marketing and Communications
• EVP QUAA Development
• Head of the Department of Alumni Relations (ex officio)

4.2The Executive Committee shall meet regularly as determined by the President. Executive meetings may be held at the request of any Executive member

4.3The President, or delegate, shall chair all meetings of the Executive.

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5.0 Annual General Meeting

5.1 The QUAA shall hold an Annual General Meeting (AGM) once each year at the same
time as Alumni Assembly.

5.2 Twenty-five (25) Association members shall constitute a quorum for the AGM.

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6.0 Board Composition

6.1 On the advice of the Leadership Selection Committee, members of Alumni Assembly shall ratify a slate of candidates for Board, awards committees and Leadership Selection Committee positions. This ratification shall be held by a secret ballot of all members of Alumni Assembly in advance of the annual meeting of Alumni Assembly. Online voting may be used to poll the members of Alumni Assembly.

6.2 All nominees will be advised in advance of the annual meeting of Alumni Assembly of the outcome of the ratification.

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