The Ohio State University Alumni Association

Current Consitution

The Ohio State University Alumni Association Preamble

Our vision

To advance The Ohio State University by serving the most involved alumni community in the world.

Our mission

We are relentlessly committed to enriching lifelong relationships among the alumni body and our university.

Our core values

  • Tradition: We believe in Ohio State. We cherish the university's rich and vibrant history and work to enhance its reputation.
  • Integrity: We keep our promises. Our reputation rests on honesty, fairness, and treating everyone with respect.
  • Service: We go the extra mile. We provide the highest levels of service to our members, growing alumni community, and the university.
  • Quality: We expect to be judged by standards of excellence in everything we do.
  • Diversity: We value diversity. We embrace inclusion in everything we do.
  • Innovation: Our success depends on continuous improvement, adaptability, and embracing change.

Article I

The Association and its Membership

Section 1. The Ohio State University Alumni Association, Inc. (the “Association”) is an association to promote and serve the interests of all persons who hold degrees awarded by The Ohio State University (the “University”), including associate, bachelor, graduate, professional and honorary degrees, or are medical resident graduates of the University (the “Alumni”). The Association is governed as provided herein by its Board of Directors and its President/CEO and other officers subject to Ohio non-profit corporation law.

Section 2. For purposes of this Constitution, the membership of the Association (the “Membership”) shall consist of:

(a) All alumni and

(b) All persons who were in good standing as dues-paying members as of July 1, 2012 as either Life Members or Annual Members of the Association, but do not hold a degree from the University.

Section 3. The Membership shall be divided into the following classes:

(a) Life Members: All persons who were life members of the Association as
of July 1, 2012

(b) Sustaining Members: All Members who annually support the University at the level established from time to time by the Board of Directors

(c) Other Classes: Such other classes as the Board of Directors may from time to time determine.

Section 4. The benefits of each class of Membership shall be as the Board of Directors may from time to time determine consistent with the Association’s Vision, Mission, and Core Values stated in the Preamble. For purposes of this Constitution, “Active Members” shall at any time mean those persons who are Life Members, Sustaining Members, or any other class of Membership which is determined by the Board of Directors to be entitled to the benefits of an Active Member under the Constitution.


Article II

Meetings

Section 1. A general meeting of the Membership of the Association may be called by the Board of Directors and shall be called upon the written or electronic demand of five members of the Board. The time and place of such meeting shall be determined by the Board. One thousand (1,000) members of the entire Membership (whether or not Active Members), no more than two hundred (200) of whom reside in any one state, shall constitute a quorum.

Section 2. Any action taken in such a general meeting shall be submitted to the Board of Directors. If approved by the Board, such action shall take effect. If not approved by the Board, such action shall be submitted to the Active Members of the Association for vote by mail or electronic ballot at the time of election of Directors at the spring Board meeting. If a majority of the votes cast favor the action, it shall take effect.


Article III

Directors, Officers, and Representatives

Section 1. The Board of Directors (or “Board”) shall consist of seventeen (17) Directors, of whom three shall be elected each year for five-year terms and two shall be University representatives appointed by the Board of Trustees of the University to serve five-year terms. In addition:

(a) The Chair of the Alumni Advisory Council shall serve as a member of the Board of Directors ex officio, without a vote, for liaison purposes and

(b) The President of the Student-Alumni Council shall serve as a member of the Board of Directors ex officio, without a vote.

(c) Board members shall serve no more than one five-year term. If the term of the Chair of the Association as a member of the Board of Directors expires prior to his or her term as Chair, the Chair of the Association shall continue as a Director ex officio, without a vote, to the end of his/her term.

Section 2. Any vacancies occurring on the Board of Directors shall be filled for the unexpired term by a two-thirds vote of the Directors then in office except that any vacancies occurring with the two University representatives shall be filled for the unexpired term by appointment by the Board of Trustees of the University.

Section 3. Only Active Members of the Association shall be eligible to serve as members of the Board of Directors except that this provision shall not apply to the two University representatives appointed as Directors by the Board of Trustees of the University.

Section 4. At its fall meeting, following the annual election of Directors at its spring meeting, the Board shall elect Board Officers for vacancies occurring in that year. “Board Officers” shall consist of the Chair of the Association, two (2) Vice Chairs, and the Treasurer. The Chair of the Association shall serve one two-year non-renewable term or until his/her successor is elected and takes office. The other officers--two (2) Vice Chairs and the Treasurer--shall serve one-year terms, eligible for a single one-year renewable term, or until their successors are elected and take office.

The terms of Board Officers and Directors shall begin at the close of the fall meeting of the Board of Directors.

All Board Officers shall have such duties as may be prescribed by the Board of Directors. The Chair of the Association shall be a member ex officio, without a vote, of all Association boards and committees.

Directors are required to attend four out of any six consecutive meetings, except for extenuating circumstances approved in advance by the Chair of the Association.

Section 5. The Board of Directors shall select a President/CEO of the Association. The President/CEO shall be Secretary of the Board of Directors and shall have such other duties as may be prescribed by the Board of Directors. The President/CEO shall serve at the pleasure of the Board for an indefinite term. The Board of Directors shall collaborate with the President of the University in the selection of the President/CEO of the Association who may also hold the position of Senior Vice President for Alumni Relations of the University.

The President/CEO of the Association may appoint one or more Vice Presidents of the Association and such other officers of the Association as may be deemed necessary. All such Association Officers shall have duties as may be prescribed by the President/CEO and shall serve at the pleasure of the President/CEO.

Section 6. There shall be appointed by the Board of Directors of the Association such representatives from the Active Membership of the Association as are called for in the regulations of The Ohio State University Foundation, the Athletic Council, and such other University boards and councils as shall require Association representation. Terms of the alumni representatives shall be set by the Association Board of Directors, but shall not exceed the terms of other members specified in the regulations of such boards and councils.

Section 7. All Board Directors shall serve without compensation. The compensation of the President/CEO of the Association shall be set by the Board of Directors. In the event that the President/CEO also serves as the Senior Vice President for Alumni Relations of the University, the compensation of the Senior Vice President for Alumni Relations of the University shall be set by the President of the University in collaboration with the Board of Directors.

Section 8. Any Board Officer may be removed from office and any elected Director may be removed as a Director by the Board of Directors, with or without cause, at any time by the affirmative vote of two-thirds of the elected Directors then in office. Any vacancy occurring on the Board of Directors by reason of this Section shall be filled as provided in Section 2 of this Article III.


Article IV

Duties of the Board of Directors

Section 1. The Board of Directors shall have oversight of the executive, financial, and administrative affairs of the Association. Except as otherwise provided in the Association’s Articles of Incorporation and this Constitution, the Board of Directors shall have all rights and privileges of a sole member under Ohio non-profit corporation law.

Section 2. The Board of Directors shall meet regularly on dates to be fixed by the Board of Directors. Special meetings may be called on authority of the Chair of the Association or by mail or electronic petition to the Chair of the Association by five members of the Board.

Section 3. The Board of Directors may establish, amend, or annul bylaws in harmony with this Constitution, provided that the President/CEO shall have mailed or electronically communicated to each member of the Board, 15 days before such action is to be taken, a notice of such proposed action and a copy of the matter and changes involved.

Section 4. The Board of Directors shall provide for the publication of such journals and bulletins, which may include an alumni magazine, and for such communication by other media as will advance the work and activities of the Association and shall determine all questions with respect thereto.

Section 5. When it is inexpedient or inconvenient to call a meeting for the transaction of business, matters to be acted upon may be submitted to members of the Board by mail or electronically communicated, either directly or through the President/CEO, and may be voted upon by the method selected above.

Section 6. Voting/Quorum

(a) In selecting the President/CEO of the Association, fixing his/her duties and determining his/her compensation and in establishing, amending, or annulling bylaws, the affirmative votes of two-thirds (11) of the voting members of the Board of Directors then in office shall be necessary.

(b) For all other matters, the affirmative vote of a majority of the voting Board of Directors shall be necessary if the vote be by letter or electronic communication, but

(c) If the vote be at a meeting of the Board of Directors, the affirmative votes of a majority of a quorum present shall suffice. Nine (9) or more voting members of the Board of Directors shall constitute a quorum.


Article V

Committees

Section 1.

(a) The Board of Directors may create such committees or task forces with such authority or responsibilities as the Board may from time to time determine appropriate, provided that one of such committees shall be designated to serve as the nominating committee under this Constitution.

(b) The members of any such committee or task force may include persons who are not Directors, provided that any executive or other committee that is to have authority to act in the intervals between meetings of the Board shall consist of not less than three Directors.

(c) Unless otherwise determined by the Board, the members of any such committee or task force shall be those persons appointed by the Chair of the Association and shall serve at the pleasure of the person then serving as Chair of the Association.


Article VI

Election of Directors

Section 1. Nominations for members of the Board of Directors shall be made by a committee of five Active Members, no more than two of whom shall be current voting Board members, appointed by the Chair of the Association.

The names of the members of the nominating committee shall be published in an issue of the alumni magazine designated by the Board of Directors, and may be posted on the Association’s Web site, together with requests for suggestions from the Membership at large. The nominating committee shall confer not less than one month after publication of the names of the members, but as soon thereafter as practicable, and shall consider all names that have been suggested, after which the committee shall nominate one person for each position to be filled. All nominees must be Active Members who shall have signified their willingness to attend to the duties of their offices.

Section 2. Initial contact with the selected slate and a request to serve shall be made by the Alumni Association President/CEO. After all nominees have consented to serve, their names shall be presented to the Board for vote at the spring Board meeting. The affirmative votes of two-thirds (11) of the voting members of the Board of Directors then in office shall be necessary for ratification. If one or more nominees are not elected, the nominating committee may present additional candidates for the Board’s consideration.

Section 3. The newly elected Directors will be announced to the Membership in the next published issue of the alumni magazine and on the Alumni Association’s Web site.

Section 4. The new members of the Board shall take office at the end of the fall Board meeting.


Article VII

Alumni Advisory Council

Section 1. There shall be an Alumni Advisory Council consisting of not more than 45 duly qualified members of the Association. The colleges, regional campuses, Offices of Vice Presidents, Office of Academic Affairs, WOSU Public Media, the Graduate School, The Ohio State University Foundation, and the Athletic Council shall each be represented by one member. Additional at-large members may be appointed to represent the University subject to the 45-member limitation.

All members shall be appointed by the Association Board of Directors, and their terms shall be not less than three (3) or more than four (4) years. No member may be appointed for more than two (2) consecutive terms. However, the immediate past Chair of the Association will serve on the Alumni Advisory Council for three (3) years after completion of his/her term as Chair of the Association.

Section 2. Only Active Members of the Association shall be eligible to serve as members of the Alumni Advisory Council.

Section 3. No member of the Alumni Advisory Council shall, at the same time, be a member of the Board of Trustees or be in any other way connected with the faculty or staff of The Ohio State University, or hold any other office in The Ohio State Alumni Association, except the President/CEO, who shall be Secretary of the Alumni Advisory Council ex officio, without a vote, and the Chair of the Association, who shall be a member of the Alumni Advisory Council ex officio, without a vote,for liaison purposes with the Association Board of Directors. The Chair of the Alumni Advisory Council shall be a member of the AssociationBoard of Directors ex officio, without a vote,also for liaison purposes.

Section 4. The Association Board of Directors, in appointing members of the Alumni Advisory Council, shall consult with and seek the suggestions of the President of the University, the deans of the respective colleges, and such other persons and groups as the Association Directors may deem appropriate. Any vacancy occurring during a term shall be filled by appointment by the Association Board of Directors to serve the unexpired term.

Section 5. The Alumni Advisory Council shall promote the general welfare and interests of the University and, in particular, shall conduct research into and make studies of University and/or alumni issues and shall make recommendations thereon. It may initiate studies and research, and studies may be referred to it by the Association Board of Directors and/or the President of the University. It shall be advisory to the Presidentof the University and to the Association Board of Directors.

Section 6. The Alumni Advisory Council shall keep a complete record of all of its activities. It shall consult with the Association Board of Directors on such matters in connection with its activities as, in the opinion of the Alumni Advisory Council, may be so communicated without detriment to its work. The Association Directors, at their discretion, may inquire into the activities of the Alumni Advisory Council.

Section 7. The Alumni Advisory Council shall be the sole judge as to the disposal of any reports it may prepare, or which may be made to it except that, upon request, any and all reports of the Alumni Advisory Council shall be made available to the Association Board of Directors.

Section 8. The Alumni Advisory Council shall elect its own organization for the conduct of its business and may adopt bylaws consistent with this Article VII. It shall have power to appoint committees outside its own membership for purposes of securing needed information.


Article VIII

Alumni Societies

Section 1. College, departmental, or special interest societies may be chartered by this Association to promote post-collegiate assemblies along vocational and professional lines or to promote fellowship among themselves and interest in the University.

Section 2. Each society shall be provided with the sample constitution for societies approved by the Association Board of Directors. The sample constitution shall then be submitted by the Officers or leaders to the members of the society, who may adopt it in total or make changes to meet the society’s particular needs. Such constitution, as adopted by the society in a regular or called meeting, must be approved by the Association Board of Directors. Upon receipt of such approval, such constitution shall constitute the principles under which the society shall operate.

Section 3. Upon the formal, written or electronic notification of the adoption of a constitution in a form approved by the Association Board of Directors, the Board of Directors shall charter the special interest group as an official alumni society.

Section 4. All Officers and Board members must be Active Members of The Ohio State University Alumni Association, Inc.

Section 5. The President/CEO of the Association, or his/her designee, shall have power to remove an Officer of an alumni society who fails properly to perform the functions of his/her office, subject to review by the Board of Directors in the event of appeal.


Article IX

Alumni Clubs

Section 1. Alumni clubs shall be chartered by this Association on a geographical basis to promote the mission of the Association and the University and to develop closer fellowship among the graduates and former students of the University.

Section 2. Each club shall be provided with the sample constitution for clubs approved by the Association Board of Directors. The sample constitution shall then be submitted by their Officers or leaders to the members of the club, who may adopt it in total or make changes to meet the club’s particular needs. Such constitution, as adopted locally by the club in a regular or called meeting, must be approved by the Association Board of Directors. Upon receipt of such approval, such constitution shall constitute the principles under which the club shall operate.

Section 3. Upon the formal, written or electronic notification of the adoption of a constitution in a form approved by the Association Board of Directors, the Board of Directors shall charter the local group as an official alumni club of the University.

Section 4. All Officers and Board members must be Active Members of The Ohio State University Alumni Association, Inc.

Section 5. The President/CEO, or his/her designee, of the Association shall have power to remove an Officer of an alumni club who fails properly to perform the functions of his/her office, subject to review by the Board of Directors in the event of appeal.


Article X

Indemnification and Insurance

Section 1. The Association shall indemnify each person who is or was a Director or an Officer of the Association, and each person who may have served at the Association’s request as a director, trustee, or officer of any other corporation, partnership, trust, venture, or other entity or enterprise, including any employee benefit plan, to the fullest extent now or hereafter permitted by Ohio law, with respect to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to which such person is or was a party by reason of the fact that such person is or was a Director or Officer of the Association, or by reason of the fact that such person is or was serving at the Association’s request as aforesaid. Indemnification hereunder shall include all expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement if actually and reasonably incurred by such person in connection with such action, suit, or proceeding. Such expenses shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding promptly as they are incurred, but only upon receipt of a written agreement signed by or upon behalf of such person to repay such amounts if it ultimately is determined that such person is not entitled to be indemnified by the Association.

In addition, the Association may indemnify or agree to indemnify any person who is or was a party to, or who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was an employee, agent, or volunteer of the Association, or by reason of the fact that such person is or was serving at the request of the Association as an employee, agent, or volunteer of any other corporation, partnership, joint venture, trust, or other enterprise; subject, however, to the limitations imposed by Ohio law.

Each request or case of or on behalf of any person who is or may be entitled to indemnification for reason other than by being or having been a Director or an Officer of the Association or having served at the Association’s request as a director, trustee, or officer of any other corporation, partnership, trust, joint venture, or other entity or enterprise, shall be reviewed by the Board of Directors, and indemnification of such person shall be authorized by the Board of Directors only if it is determined by the Board of Directors that indemnification is proper in the specific case, and, notwithstanding anything to the contrary in this Constitution, no such person shall be indemnified to the extent, if any, it is determined by the Board of Directors or by written or electronic opinion of legal counsel designated by the Board of Directors for such purpose that indemnification is contrary to applicable law.

The indemnification provided by this Section is not exclusive of, and shall be in addition to, any other rights to which such persons may be entitled. Such indemnification shall continue as to persons who have ceased to be directors, officers, employees, agents, or volunteers, and shall inure to the benefit of the heirs, executors, and administrators of such persons.

Section 2. The Association may, as the Board of Directors may direct, purchase and maintain such insurance on behalf of any person who is or at any time has been a Director, trustee, Officer, employee, or other agent of or in a similar capacity with the Association, or who is or at any time has been, at the direction or request of the Association, a director, trustee, officer, administrator, manager, employee, member, advisor, or other agent of or fiduciary for any other corporation, partnership, trust, venture, or other entity or enterprise, including any employee benefit plan, against any liability asserted against and incurred by such person, by reason of the fact that such person was serving in any such capacity at the Association’s request.


Article XI

Amendments

Section 1. Amendments to this Constitution may be proposed by means of a petition presented to the President/CEO not later than January 1st of any given year and signed by not less than five percent of the number of Active Members as of the previous June 30th, or by means of a resolution adopted by the Board of Directors. The proposed amendment shall then be submitted for consideration by the Active Members. Ballots shall be provided, returned, counted, and the results announced in a manner decided upon by the Board of Directors.

Section 2. An affirmative vote of two-thirds of the total votes cast on an amendment shall render an amendment effective at the date prescribed by the Board.


First adopted: 1911, Amended: 1912, 1914, 1915, 1917, 1922, 1923, 1937, 1944, 1949, 1951, 1960, 1964, 1967, 1969, 1971, 1975, 1982, 1985, 1986, 1992, 1993, 2000, 2006, 2008, 2010, and 2012

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