ARTICLES OF ASSOCIATION PREAMBLE We, the Alumni of Eckerd College, founded as Florida Presbyterian College, (the College), as an extension of the entire college community herefore establish this association, which shall be named the Eckerd College Alumni Association (the Association) to enhance and support the continuing life of the college and to enrich the lives of our members. ARTICLES OF ASSOCIATION ARTICLE I Purpose The purpose of the Association shall be to support the College as it seeks to attain its goals and ideals; to interpret and communicate these goals and ideals to others; and to perform services for the general benefit of the members of the association. ARTICLE II Membership Any person who has received a degree from the College, or has maintained satisfactory standing during at least two semesters of study at the College and who is not presently attending the College as an undergraduate student shall be a member of the Association. The president of this Association shall confer honorary membership upon such persons as the board of directors shall select. ARTICLE III Membership Meetings There shall be an annual meeting of the Association at a time and place to be fixed by the board of directors. Additional meetings of the Association may be called by the president of the Association upon receipt of written petition of fifty (50) members of the Association or upon approval of the board of directors. At least three (3) weeks before the date of any meeting of the Association, notice will be mailed to all members of the Association for whom the Association has current addresses. There shall be no quorum for any meetings of the Association duly called and noticed. Majority vote on any matter brought before the Association at its meetings shall prevail and questions of parliamentary procedures shall be resolved by obligation of Roberts Rule of Order. ARTICLE IV Board of Directors Section 1. Number and Terms. The board of directors shall consist of twenty four voting members unless the board shall be expanded due to the operation of Article V, Section 2 below. All of the members of the Association shall be eligible to vote for these twenty four directors. Except as provided in Article V, Section 2, all other directors shall serve for terms of three (3) years. Terms shall be staggered so that eight directors shall be elected each year. No director shall serve for more than two consecutive terms unless the second term is extended as provided in Article V below. Section 2. Incomplete terms. In the event of death, resignation or removal of any director, a replacement shall be elected by the board of directors and shall serve for the unexpired term of the deceased, resigned or removed director. Any director selected by the board of directors to complete an unexpired term shall not have any initial partial term of less than 18 months count as a term for purposes of determining eligibility for re-election. Section 3. Nominations and Election. The president of the Association shall appoint annually a Nominating Committee consisting of at least five members, three of whom shall be current directors. The vice president of the Association shall chair the Nominating Committee. The other members of the Nominating Committee shall be members of the Association. The Director of Alumni Relations for Eckerd College shall serve as a non-voting advisory member of the committee. To the extent reasonably possible, the Nominating Committee shall attempt to obtain more nominations than there are positions to be filled. The slate of nominees, as chosen by the Nominating Committee, shall be submitted by mail to the Association for election. Write-in votes shall be permitted. All directorships shall be filled by those eligible persons receiving the most number of votes. Section 4. Board Meetings. The Board of Directors shall hold a minimum of four meetings a year at a time and place designated by the president. The annual meeting of the Association shall also serve as one of these meetings of the board of directors. The board of directors shall meet to transact business of the Association and to hear reports from and to consider ratification of actions proposed by the various committees of the board of directors. For meetings of the board of directors to be official, there must be a quorum consisting of a minimum of 51% of the directors or their designated proxies. Meetings may be held by conference telephone. Any meeting may be called by the president upon notification of at least twenty-one (21) days in advance of the meeting date. Official emergency meetings of the board of directors may be called upon approval of two officers and eight other directors and upon 24 hours notification to all directors. Section 5. Absence from Meetings and Proxies. Any director not be able to attend a board meeting shall designate a proxy to attend in his or her stead. Any member of the Association who is not a member of the board of directors shall be eligible to be a proxy. Any director absent from two regular meetings of the board of directors, unless represented by proxy, may be deemed by the board of directors to have tendered their resignations as a director and from any office or committee membership. Section 6. Removal of Directors. Any Director in violation of the policies of the Association can be removed from her or his position by a two-thirds majority vote of the Board of Directors. Section 7. Student Representatives. The Board of Directors shall have as additional non-voting members, a representative student from each degree program of the college appointed by an appropriate governing body within that degree program for this purpose. ARTICLE V Officers Section 1. Enumeration of Officers. The officers of the Association shall be a president, a vice president, and a secretary to be elected by the board of directors from its own members. Section 2. Term of Office. Officers shall be elected every other year at the board of directors meeting held prior to the annual Association meeting. Officers shall take office immediately upon election and shall continue to serve until their resignation or removal, or until a replacement has been elected. To be elected an officer, a director need not have two remaining years in an initial term, but must have at least two years remaining on a second term as director. The officer's term (as a director) shall be extended for up to one year to allow the completion of a two year term of office. Section 3. President. The president shall be the chief executive officer of the Association and of the Board of Directors, shall preside at all meetings of the Association and of the board of directors, shall be an ex-officio member of all standing committees, and shall have such additional powers and duties as prescribed from time to time by the board of directors. Section 4. Vice President. The vice president shall assist the president in the discharge of the president's duties, shall chair the Nominating Committee, shall in the absence or disability of the president perform the president's duties, and shall have such additional powers and duties as are prescribed from time to time by the board of directors. Section 5. Secretary. The secretary shall keep the minutes of the meetings of the Association and of the Board of Directors and have such other powers and duties as are prescribed from time to time by the Board of Directors. Section 6. Removal. The Board of Directors, at any regular or special meeting, may remove any officer from office with or without cause by a two-thirds vote of all directors. Section 7. Vacancies. If a vacancy occurs among the officers of the Association before the end of the regular term of office, the Board of Directors shall fill the vacancy from among its members. ARTICLE VI Committees Section 1. Standing Committees. The standing committees of the Association and of the board of directors shall be the Nominating Committee and the Annual Fund Committee, and the Awards Committee. Section 2. Annual Fund Committee. The Annual Fund Committee shall coordinate the fund raising efforts of the Association in order to assist the efforts of the College's Office of Development. Section 3. Nominating Committee. The Nominating Committee shall be comprised of and serve the functions set forth in Article IV, Section 3 above. The Nominating Committee shall also annually present to the board of directors a slate of nominees for the alumni trustee. Section 4. Awards Committee. The Awards Committee shall coordinate and direct a program for the recognition of outstanding achievement among alumni of the College, and outstanding service to the Association. Section 5. Other Committees. The president may appoint such additional committees with such additional duties and powers as the president shall deem necessary or desirable. ARTICLE VII Alumni Trustee As long as the bylaws of the Board of Trustees of Eckerd College permit, the Nominating Committee shall annually select a slate of at least two candidates who shall be members of the Association for the selection by the Board of Directors of one nominee for submission to the Board of Trustees of Eckerd College for consideration by the Board of Trustees as a candidate for an Alumni-Nominated Trustee position. The Association shall not be permitted to nominate any alumni representative for consecutive terms. Write-in votes shall not be permitted for the Alumni-Nominated Trustee nominee. ARTICLE VIII Amendments Amendments to these Articles of Association may be proposed at a meeting of the Association or at a meeting of the Board of Directors. A proposed change which gains a majority vote at a meeting of the Association or a two-thirds vote at a meeting of the Board of Directors shall be sent to the entire membership of the Association for ratification. Ratification of any amendment shall be by a two-thirds vote of those members voting by the date stated on the ballot, which date shall be not less than twenty-one (21) days subsequent to mailing. ARTICLE IX Bylaws The bylaws adopted by the Board of Directors shall govern the operating procedures of the Association. The Board of Directors may, from time to time, amend or revise the bylaws by a two-thirds vote of all directors at any regular meeting of the Board of Directors. ARTICLE X Chapters Member of the Association may, from time to time, form chapters for purposes and on terms not in conflict with the purposes and policies of the Association as set forth herein. Recognition of a chapter, as such, must be approved by a vote if at least 51% of the directors at any meeting of the Association Board of Directors. ARTICLE XI Adoption and Effect These Articles of Association shall become effective upon their adoption by a majority of the Association members voting and upon approval by the Board of Trustees of the College. © 1998 Eckerd College. All Rights Reserved. Last modified on 4/6/98. Pagemaster: fiddlercrab@eckerd.edu Webmaster: webmaster@eckerd.edu