BYLAWS OF THE INTERLOCHEN ALUMNI ORGANIZATION
(As Ratified November 7, 2009)
ARTICLE I
Name and Purpose
Section I. Name
The name of the organization is the Interlochen Alumni Organization (IAO)
Section II. Purpose
The purpose of the IAO is to promote the continued development of Interlochen Center for the Arts through the involvement of the alumni in engagement, recruitment, public relations, educational programs, and social activities, with the ultimate goal of fulfilling the ideal of promoting world friendship through the universal language of the arts.
ARTICLE II
Membership
The Interlochen Alumni Organization (IAO) shall include all individuals who have completed at least one session or semester, including: campers, students, faculty and staff of the Interlochen Arts Camp (formerly the National Music Camp and the National High School Orchestra Camp), the All-State Division, the Interlochen Arts Academy, Interlochen Arts Institute, and Interlochen College of Creative Arts (ICCA).
Non-voting, Ex-Officio Members (by virtue of the office) shall include the Director of Alumni Engagement and Vice President, Advancement.
Honorary Members shall include persons presented and elected by the Board for such membership.
Only IAO Board (IAOB) (Board) members may be voting members of the Board or Standing Committees and be counted to establish a quorum.
ARTICLE III
Management of the Organization
Section I. Composition and the Term of the Board
A. A Term on the IAOB is considered to be two years or any portion thereof, beginning in accordance with the guidelines in Article IV, Section III.
B. Board Members at Large: no more than thirty (30) elected Members at Large shall be elected by ballot to serve for one term in accordance with the process set forth in Article IV, Section II.
C. Officers (Executive Committee): The slate of Officers shall be presented to the membership of the Board for election every two years in accordance with the process set forth in Article IV, Section 1.
D. No Board Member may serve more than three terms as a Member at Large or more than two terms as an Officer, after which two terms must pass before such Member may become eligible for re-election as a Board Member.
E. Notwithstanding Article III, Section I.D., Officers with terms due to expire in April, 2010, may be eligible for election for one additional term as an Officer member after which two terms must pass before such member may become eligible for re-election as a Board Member.
F. Past Presidents: Any IAOB past presidents may be invited by the Executive Committee to attend IAOB business meetings as non-voting members. Their presence will not be used to establish a quorum and their involvement in the IAOB business meeting and other meeting activities will be defined by the Executive Committee at the time of invitation at least two weeks prior to any such meeting.
G. Honorary Members: The Board may elect honorary life members by a majority vote. Honorary Members shall not have a vote nor be counted to establish a quorum at a meeting of the Board.
The Officers’ respective duties are defined by the Board Development Committee. These descriptions are available upon request by any current Board member.
Section II. Records
Official records of meetings of the Board, approved Board meeting notes, Executive Committee notes, documents from IAO-sponsored activities, election results, and other materials, shall be maintained in the office of Alumni Engagement and made available to Board members upon request. Board meeting notes shall be electronically communicated to every Board member at least two weeks before the subsequent Board meeting. A packet of the preceding year’s Board records shall be conveyed to new Board members at the time of their election or appointment.
Section III. Executive Committee
The Executive Committee is authorized by the Board to manage all business and affairs of the IAO and the Board between regular and special meetings.
The Executive Committee shall be comprised of the elected officers of the Board, which include the President, First Vice President, Second Vice President, Recording Secretary, and Treasurer. The President shall serve as chair of the Executive Committee. The Immediate Past President and the Director of Alumni Engagement serve as non-voting Ex-Officio members of the Executive Committee.
The Role of Corresponding Secretary will remain through May 31, 2010.
ARTICLE IV
Election and Appointments
Section I. Election of Officers
The President, First Vice President, Second Vice President, Recording Secretary, and Treasurer shall be elected by members of the Board. A slate of officer candidates shall be compiled and presented by the Board Development Committee at the spring meeting of the even-number years (See Section V, Election Process).
Section II. Election of General Board members
A slate consisting of existing and new members of the IAO Membership shall be compiled and presented by the Board Development Committee at the spring meeting of even-numbered years, (See Section V, Election Process).
Section III. Term of Office and Vacancies
A. The President, First Vice President, Second Vice President, Recording Secretary, and Treasurer shall each serve a single term of office, subject to the terms in Article III, Section I, Paragraph C. Newly elected Officers’ and all other Board members’ terms will commence on the first day of the following Interlochen fiscal year.
Section IV. Appointments
Officers: If a vacancy occurs in the office of the President or the First Vice President, each shall succeed to the next higher office until the next election. A vacancy in any other office, including an office vacated by succession to the Presidency, shall be filled by appointment of the Executive Committee until the next election of officers.
Board Members at Large: If the number of Board Members drops below those stated in Article III, Section I, Paragraph B, due only to vacancies created by Board Members leaving the Board prior to the expiration of their terms, the Executive Committee, in consultation with the Board Development Committee, may, but are not be required to, appoint Board Members at their discretion to serve until the next election.
Section V. Election Process
The Board Development Committee (BDC) will be formed in the fall of odd-numbered years as described in Article V, Section I.A.
The BDC will collect the candidate names of board members at large and salient information about each candidate in alignment with the overall IAO mission. The BDC will vet and present a slate of candidates to the Board at least two weeks prior to the general election in the spring meeting of the even numbered years. The BDC will also accept applications for re-election from Board members interested in re-election.
The BDC will collect the names of potential Executive Committee members including the President, First Vice President, Second Vice President, Recording Secretary, and Treasurer in a timely fashion and present a slate of candidates to the Board at least two weeks prior to the general election. The BDC will vet all applicants and present a recommended slate to the Board during the spring meeting in the even numbered years. Members will cast votes for the five Executive Committee candidates as a unified slate, and will cast votes for Members at Large on an individual basis. Election requires a majority of votes from those members present and voting.
BDC committee members running for an Executive Committee position will recuse themselves from any respective position discussions so as to avoid actual or apparent conflict of interest.
Campaigning for Office or Board position on behalf of oneself or others: This act in any form shall be discouraged at all times. Candidates’ records shall stand on their own and will be based upon past performance, documentation submitted, and responses to questions from formal BDC inquiries.
Section VI. Member Removal
Upon a two-thirds vote of the Board at a validly held meeting at which a quorum is present, a Board Member may be removed from the Board for just cause, including poor attendance.
ARTICLE V
Board Standing Committee(s)
Section I. Standing Committee(s) of the Board
A. Board Development Committee (BDC)
a. Formation in the Spring of odd-numbered years
1. The full Board, viva voce will first select three members from interested candidates and one alternate.
2. Only Board members who are present at the spring meeting may vote for members of the BDC. Proxy voting is not allowed.
3. The sitting Board President will then select two Board members and one alternate to serve on the BDC.
4. The President's alternate serves in the absence of the President's appointees. The Board's alternate serves in the absence of the Board's appointees.
5. When the Board Development Committee is formed, its members shall select a chair to oversee the Committee’s function.
b. Mission
The BDC is charged with ensuring clarity of purpose for the Board through its membership. The Committee also serves as the Board’s nominating Committee, and is responsible for the identification, nomination, review, and election process of its At Large Members and Officers. This Committee is responsible for ongoing Board development and periodic self-assessment. Sub-committees may be designated as needed.
The BDC shall conduct a self-study from time-to-time with the purpose of self-assessment to:
1. Help the Board strengthen its performance.
2. Strengthen Board leadership.
3. Strengthen relationships among Board members and Interlochen Center for the Arts.
Section II. Ad Hoc Committees
Other committees may be created and members appointed as the Executive Committee, Board, or Director of Alumni Engagement may from time to time deem necessary or advisable.
ARTICLE VI
Meetings
Board meetings
Timing, frequency, location: the Board shall meet on the Interlochen campus or another location deemed convenient by the Executive Committee at least two (2) times a year. Any other meetings of the Board may be held at Interlochen or another location deemed convenient by the Executive Committee.
Coordination between the Board of Trustees: The Chairman of the Board of Trustees of Interlochen Center for the Arts may be invited to attend the meetings of the Board.
Special meetings of the Board
Special meetings of the Board may be called by the President or the Executive Committee. The purpose of the special meeting shall be stated in the call. Special meetings may be held telephonically or by other electronic means. Notice of any regular or special meeting of the Board shall be given no less than two (2) weeks prior to the meeting.
Voting
In order for a Board member to vote at a regular meeting, that member must be physically present in the meeting in order to cast a vote. Proxy voting is not allowed.
Quorums
One third (1/3) of the Board Members constitutes a quorum for a Board meeting. Unless otherwise specifically provided herein, an affirmative vote of a majority of those Board Members present shall be required for any action.
ARTICLE VII
Rules of Procedure
Section I. Official Year
The official year of the Board begins on the first day of June and ends on the last day of May.
Section II. Rules
Robert’s Rules of Order, Revised shall govern all meetings.
ARTICLE VIII
Conflict of Interest
A Board member shall be considered to have a conflict of interest if he or she has existing or potential financial or other interests that impair or appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the Board; or if that Board member is aware that a member of his or her family has financial or other interests that would impair or appear to impair the member’s independent judgment in the discharge of his or her responsibilities to the IAO. For the purposes of this provision, a family member is defined as a spouse, parent, sibling, child, or any other relative residing in the same household as the Board member.
All Board members shall disclose to the Board President and the Director of Alumni Engagement any possible conflict of interest at the earliest practical time. Further, the Board member shall absent him or herself from discussions of, and abstain from voting on, such matters under consideration by the Board or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the member with a conflict or possible conflict abstained from voting. Any Board member who is uncertain as to whether a conflict of interest may exist in any matter may request that the Board or committee resolve the question in his or her absence by majority vote.
Article IX: Indemnification
Every Board Member is indemnified against all expenses actually and necessarily incurred by a Board Member in connection with the defense of any action, suit or proceeding to which the Board Member is party by reason of being or having been a member of the Board of Directors of the IAO; provided, however, that there shall be no indemnification in relation to such matters to which the Board Member is found to be liable in a court of law, in an action, suit or proceeding, for gross negligence or willful misconduct in the performance of duty as a member of the Board of the IAO.
Article X
Review and Amendment of Bylaws
Section I. Bylaws Revision
These bylaws shall supersede all other bylaws and shall become effective immediately upon ratification by (a) a two-thirds majority vote of the Board as outlined in Article X, Section II; (b) review by ICA legal counsel; and (c) approval by the Director of Alumni Engagement.
Section II. Amendments
The bylaws may be amended by a two-thirds majority vote of the Board at any properly notified regular or special meeting, provided that notice of the proposed change(s) is made available 20 days before such meeting.
Section III. Bylaws Review
These bylaws shall be reviewed periodically by the Executive Committee. The Executive Committee shall recommend any necessary changes to the Board who may ratify, alter or rescind them by a two thirds vote as outlined in Article X, Section II.
ARTICLE XI
Complete Bylaws
These bylaws are considered to be complete. No other documents, notes, recordings or references shall change these Bylaws and these Bylaws can only modified as per Article X.
Effective Date: November 7, 2009
