CONSTITUTION AND BYLAWS
ALBANY MEDICAL COLLEGE ALUMNI ASSOCIATION
ARTICLE I: NAME AND PURPOSE
This association shall be called ALBANY MEDICAL COLLEGE ALUMNI ASSOCIATION. It is hereinafter the ASSOCIATION.
It is organized a) to promote communication among graduates of the Albany Medical College, hereinafter referred to as the College b) to represent the Alumni of the College and to act as the spokesperson of the Alumni to the College Administration, the College Community and the Albany Medical Center c) to provide a means by which the College Administration, the College Community and the Center can communicate and interchange ideas with the Alumnid) to promote communication between the College, its members and the membership of the Association e) to develop and perpetuate projects and activities which will provide support for the educational and research programs of the College f) to develop and perpetuate projects which will be beneficial to the students and alumni of the College in the pursuit of their professional degrees and/or the enhancement of their professional capabilities as practitioners in their respective and related professions.
ARTICLE II: MEMBERSHIP
1. There shall be separate categories as described below:
A. ALUMNI members shall be graduates of the Albany Medical College who have been awarded MD, PhD, and MS degrees.
B. ASSOCIATE alumni members shall be faculty and former faculty of the College and house staff (residents) of Albany Medical Center who have earned their professional degrees at other institutions.
C. HONORARY alumni members shall be outstanding senior members of the faculty or administration of the College who have been selected by the Board of Directors of the Association for having contributed meritoriously in teaching and furthering the excellence of the College.
2. ALUMNI members, as described in category 1A above shall have the exclusive right to vote on matters of general interest to the Association as legally required.
ARTICLE III: GOVERNANCE
1. The OFFICERS of the Association shall be a president, president-elect, secretary and treasurer.
2.GOVERNING powers of the Association shall be vested in a Board of Directors (herein after referred to as Board) consisting of a president, president-elect, immediate past president, secretary, treasurer, historian, and at least twelve additional elected members of the Alumni member category.
3. The Board of Directors meetings may be attended, upon invitation of the President, by Alumni members and/or guests who shall participate in an ex-officio (non-voting) capacity. The Dean of the Albany Medical College and the Albany Medical Center’s Hospital System’s General Director or their representatives may attend all meetings of the Board upon invitation of the President and shall participate in an ex officio capacity.
3. ELECTIONS & ELIGIBILITY REQUIREMENTS
a) The OFFICERS of the Association shall be elected for terms of two years.
b) The historian shall be elected for a term of two years.
c) At least four directors of the BOARD shall be elected annually for terms of three years.
d) To be eligible for election to the Board the Alumni member being considered shall have (unless retired or a graduate of 50 or more years) made an annual contribution to the College, Association or Center the year immediately prior to election.
e) To remain eligible following election, Officers and Directors are required to contribute annually to the College, Association or Center each year of their tenure.
4. ELECTION PROCEDURE
a) A proposed slate of nominees shall be presented in written form by the Nominations and Awards Committee to the Association members at least thirty days prior to the annual meeting.
b) During the annual meeting additional nominees will be accepted from the floor.
c) It shall be the responsibility of the Nominations and Awards Committee Chairperson to advise those being considered for nomination of their obligations with respect to annual contributions.
d) The Officers and other Board members shall be elected at the annual Association meeting by a simple majority vote of those Alumni members present and shall assume office as of the date of the election.
a) President: In the event of a vacancy in the office of President, the President-elect shall immediately become President for the un-expired term. This will not preclude the eligibility for that person to be nominated and elected as President for the two year term succeeding that which had been vacated and for which the President-elect served as President.
b) Other Board positions: In the event that another Board position(s) shall be vacated, such position(s) will be filled for the duration of the term(s) at the discretion of the Executive/Finance/Investment Committee and by their election at the next meeting of theBoard. Such elections shall be by secret ballot and candidates may be nominated by any member of the Board.
Service as a Board member filling such a vacancy shall not preclude eligibility for subsequent election to a full term.
ARTICLE IV: DUTIES OF THE OFFICERS
1. PRESIDENT: The President shall be the chief executive officer of the Association, and, as such, shall carry out the expressed will of the Board and of the Association in all matters in compliance with the Constitution and By-laws;
shall schedule all meetings of the Executive/Finance/Investment Committee and of the Board and shall preside at said meetings;
shall by September of each year appoint chairs (coordinators) of all standing committees, recommend additional members for the various committees to the committee chairs and serve as a ex-officio member of all committees;
shall call and preside at the annual meetings of the Association during both years of the term of the President;
shall serve as immediate supervisor of the Executive Director of the Association and shall performannual review of said employee.
2. PRESIDENT-elect: The President-elect shall assume the duties of the President upon request of or in the absence of the President;
shall perform other functions as assigned by the President;
shall serve as Vice-Chair of the Executive/Finance/Investment Committee.
3. SECRETARY: The Secretary shall on request of the President call meetings of the Association shall on request of the President call meetings of the Board;
shall cause to be kept accurate records of proceedings at meetings of the Association, Board and Executive/Finance/Investment Committee and transmit said records to appropriate groups;
shall sign official legal documents as required to transact certain Association business.
4. TREASURER: The Treasurer shall be responsible for the management of the finances of the Association including various accounts, investments and procedures associated therewith;
shall supervise the preparation of quarterly financial statements as well as periodic updates as deemed necessary by the President and/or the Executive/Finance/Investment Committee, Board and the Association;
shall participate in all policy, management and investment decisions of the Executive/Finance/ Investment Committee, the Board and the Association:
shall act as a liaison with the independent accountant.
5. IMMEDIATE PAST PRESIDENT: The immediate past president shall serve as the chair of the nominations and awards committee. If the past-president is unavailable to serve then the president-elect will fulfill these duties.
ARTICLE V: COMMITTEES
1. An EXECUTIVE/FINANCE/INVESTMENT COMMITTEE consisting of the president, president-elect, immediate past president, secretary, treasurer, and five additional Alumni members selected by the incumbent president shall be empowered to conduct business between Board meetings. One member shall be designated to chair the subcommittee on investments.
SIX (6) members shall constitute a quorum of the Executive/Finance/Investment committee.
The Chair and Vice-Chair of the Executive/Finance/Investment Committee shall be the President and the President-elect, respectively, of the Association.
The Executive/Finance/Investment Committee shall rule on parliamentary matters, rules and regulations governing meetings of the Board and the Association.
2. An INVESTMENT SUB-COMMITTEE may be appointed by the President and shall consist of at least five members of the Board, including among them the President-elect and the Treasurer and will be chaired by a member of the Executive/Finance/Investment Committee.
The President shall serve as an ex-officio member.
The Investment Sub-Committee will make recommendations to the Executive/Finance/Investment Committee on investment strategy and will monitor the endowment funds.
3.The president may appoint such additional standing and ad hoc committees as is necessary including, but not limited to, the following:
Reunion Weekend Committee
Nominations and Awards Committee
Alumni Scholarship Committee
The charges to each committee will be conveyed to each respective chairperson by the President.
ARTICLE VI: MEETINGS
The ASSOCIATION shall meet annually during the Reunion Weekend Celebration. This meeting will be described as the annual business meeting.
A simple majority of the Alumni members in attendance shall rule on matters requiring a vote.
Various committees, including the Executive/Finance/Investment Committee shall meet at the discretion of each respective chairperson or upon request of the president or by a majority of members of the committee.
The Board shall meet in person or via electronic methods at least three times between the annual meetings of the Association. Failure to attend at least two meetings of the Board each year shall be grounds for removal by the Board.
A quorum necessary to conduct business shall be one more than one-half of the total Board members at the time of the Board meeting.
Matters requiring a vote shall be decided by a simple majority of the board members present.
ARTICLE VII: RULES AND REGULATIONS
Parliamentary matters, rules and regulations governing all meetings of the Association and the Board, shall guided by Roberts Rules of Order.
ARTICLE VIII: AMENDMENT OF THE CONSTITUTION AND BY-LAWS
The Constitution and By-Laws may be amended by the following procedure:
The Executive/Finance/Investment Committee shall report its recommendations to the Board. If the Board concurs, by two thirds, it shall cause said recommendations to be distributed to the total active membership of the Association at least thirty days before they shall be voted on at the next annual business meeting of the Association. A simple majority of the members present will be sufficient to approve the recommended revisions.
ARTICLE IX: FISCAL YEAR
For purposes of budgeting, accounting and auditing, effective January 1, 2013, the fiscal year of the Association shall run from the first of January through the thirty-first of December of each year.
ARTICLE X: AGREEMENT WITH THE ALBANY MEDICAL CENTER
As of October 1, 1997, the Association entered into an agreement with the Center to promote and protect the mission of the College. An understanding in the form of an agreement was adopted by the Board of Directors of the Association and signed by the President of the Association Board and the President of the Center Board of Directors. The agreement is to be renewed, amended and restated as needed, then reviewed and ratified by the Board of the Association before its adoption. A copy of the current agreement will accompany this constitution and by-laws. All provisions of the AMC contract shall take precedence over any conflicts with the Bylaws.