Interlochen Alumni Organization Council Bylaws

BYLAWS OF THE INTERLOCHEN ALUMNI ORGANIZATION

(As Ratified November 7, 2009, Updated October 2, 2010)

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 Council for such membership.

Only IAO Council (IAOC) (Council) members may be voting members of the Council or Standing Committees and be counted to establish a quorum.  

ARTICLE III
Management of the Organization

Section I. Composition and the Term of the Council
A.    A Term on the IAOC is considered to be two years or any portion thereof, beginning in accordance with the guidelines in Article IV, Section III.
B.    Council 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 Council for election every two years in accordance with the process set forth in Article IV, Section 1.
D.    No Council 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 Council 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 Council Member.  
F.    Past Presidents: Any IAOC past presidents may be invited by the Executive Committee to attend IAOC business meetings as non-voting members.  Their presence will not be used to establish a quorum and their involvement in the IAOC 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 Council 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 Council.

The Officers’ respective duties are defined by the Council Development Committee.  These descriptions are available upon request by any current Council member.

Section II.  Records
Official records of meetings of the Council, approved Council 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 Council members upon request.  Council meeting notes shall be electronically communicated to every Council member at least two weeks before the subsequent Council meeting.  A packet of the preceding year’s Council records shall be conveyed to new Council members at the time of their election or appointment.  

Section III.  Executive Committee
The Executive Committee is authorized by the Council to manage all business and affairs of the IAO and the Council between regular and special meetings.  

The Executive Committee shall be comprised of the elected officers of the Council, 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 Council.  A slate of officer candidates shall be compiled and presented by the Council Development Committee at the spring meeting of the even-number years (See Section V, Election Process).

Section II.  Election of General Council members
A slate consisting of existing and new members of the IAO Membership shall be compiled and presented by the Council 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 Council 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.

Council Members at Large: If the number of Council Members drops below those stated in Article III, Section I, Paragraph B, due only to vacancies created by Council Members leaving the Council prior to the expiration of their terms, the Executive Committee, in consultation with the Council Development Committee, may, but are not be required to, appoint Council Members at their discretion to serve until the next election.

Section V.  Election Process
The Council Development Committee (CDC) will be formed in the fall of odd-numbered years as described in Article V, Section I.A.  

The CDC will collect the candidate names of Council Members at large and salient information about each candidate in alignment with the overall IAO mission.  The CDC will vet and present a slate of candidates to the Council at least two weeks prior to the general election in the spring meeting of the even numbered years.  The CDC will also accept applications for re-election from Council members interested in re-election.  

The CDC 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 Council at least two weeks prior to the general election.  The CDC will vet all applicants and present a recommended slate to the Council 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.    

CDC 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 Council 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 CDC inquiries.  

Section VI.  Member Removal

Upon a two-thirds vote of the Council at a validly held meeting at which a quorum is present, a Council Member may be removed from the Council for just cause, including poor attendance.

ARTICLE V
Council Standing Committee(s)

Section I.  Standing Committee(s) of the Council
A.    Council Development Committee (CDC)
a.    Formation in the Spring of odd-numbered years
1.    The full Council, viva voce will first select three members from interested candidates and one alternate.
2.    Only Council members who are present at the spring meeting may vote for members of the CDC.  Proxy voting is not allowed.
3.    The sitting Council President will then select two Council members and one alternate to serve on the CDC.
4.    The President's alternate serves in the absence of the President's appointees.  The Council's alternate serves in the absence of the Council's appointees.
5.    When the Council Development Committee is formed, its members shall select a chair to oversee the Committee’s function.
 
b.    Mission
The CDC is charged with ensuring clarity of purpose for the Council through its membership. The Committee also serves as the Council’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 Council development and periodic self-assessment. Sub-committees may be designated as needed.

The CDC shall conduct a self-study from time-to-time with the purpose of self-assessment to:
1.    Help the Council strengthen its performance.
2.    Strengthen Council leadership.
3.    Strengthen relationships among Council members and Interlochen Center for the Arts.

Section II.  Ad Hoc Committees
Other committees may be created and members appointed as the Executive Committee, Council, or Director of Alumni Engagement may from time to time deem necessary or advisable.

ARTICLE VI
Meetings

Council meetings
Timing, frequency, location: the Council 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 Council 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 Council
Special meetings of the Council 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 Council shall be given no less than two (2) weeks prior to the meeting.

Voting
In order for a Council 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 Council Members constitutes a quorum for a Council meeting. Unless otherwise specifically provided herein, an affirmative vote of a majority of those Council Members present shall be required for any action.

ARTICLE VII

Rules of Procedure

Section I.  Official Year
The official year of the Council 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 Council 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 Council; or if that Council 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 Council member.   

All Council members shall disclose to the Council President and the Director of Alumni Engagement any possible conflict of interest at the earliest practical time.  Further, the Council member shall absent him or herself from discussions of, and abstain from voting on, such matters under consideration by the Council 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 Council member who is uncertain as to whether a conflict of interest may exist in any matter may request that the Council or committee resolve the question in his or her absence by majority vote.  

Article IX: Indemnification

Every Council Member is indemnified against all expenses actually and necessarily incurred by a Council Member in connection with the defense of any action, suit or proceeding to which the Council Member is party by reason of being or having been a member of the Council of Directors of the IAO; provided, however, that there shall be no indemnification in relation to such matters to which the Council 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 Council 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 Council 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 Council 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 Council 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

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