National Alumni Association Constitution and Bylaws

  • The University of Maryland Eastern Shore

    National Alumni Association

    Constitution

    (November 2011)

    ARTICLE I- NAME AND TITLE

    The name of the association shall be the University of Maryland Eastern Shore National Alumni Association, Inc. (Hereinafter referred to as “the Association.”)

    ARTICLE II- PRINCIPAL OFFICE

    The Principle office of the Association shall be located at the University of Maryland Eastern Shore.

    ARTICLE III- PURPOSE

    The University of Maryland Eastern Shore National Alumni Association is a united, dynamic and diverse organization whose mission is to serve and add value to the university, its students, fellow alumni, local chapters and friends of the Association.

    ARTICLE IV- POLICIES

    The Association shall be a non-profit organization in accordance with IRS Code 501(c)3, nonsectarian, noncommercial, and nonpolitical.

    ARTICLE V- GOVERNANCE

    Section: 1. The Association

    The exclusion and ultimate control of the affairs of the Association shall be vested in its active individual members and shall be exercised, subject to the control of said members, by the officers and Board of Directors.

    Section: 2. Officers

    The officers of the Association shall be:

    President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Treasurer, Financial Secretary, Recording Secretary, Corresponding Secretary, Parliamentarian, and Sergeant-At-Arms of whom shall be elected at the annual meeting of the association in a manner as prescribed by the by-laws.

    Section: 3. Board of Directors

    The Board of Directors shall be composed of the following:

    1. Elected Officers of the Association

    2. Immediate Past President

    3. The Student Government Association President (Ex-Officio)

    4. Chapter Presidents in good standing with the Association

    5. Members appointed by President (Ex-Officio)

    Said Board shall be authorized to act for the Association between annual meetings. Its duties shall be those provided for in the by-laws.

    Section: 4.

    The Board of Directors is hereby empowered to make by-laws or standard operating rules of procedure, as it may deem necessary and to amend the same from time to time.

    Section: 5.

    The Ex-Officio members of the Board of Directors shall be composed of the current Student Government Association president and such other members as may be appointed by the president. Ex-officio members are non-voting members.

    ARTICLE VI - MEMBERSHIP

    Section: 1. Members

    A graduate of the University of Maryland Eastern Shore may be a regular member of the Association. Other persons may become members in conformity with the by-laws.

    Section: 2. Honorary Members

    Persons who are recipients of honorary degrees granted by UMES or any of the predecessor institutions or those persons who have rendered exceptional distinguished service to the institution or the Association or by virtue of their high ethical standing in the community or who have national recognition of distinction and are approved for such membership by the Board of Directors or the general membership at the annual meeting of the Association.

    Section: 3. Life Members

    Persons who fulfill the requirements regular membership and pay the prescribed life membership dues. Life members are exempt from further national membership fees in the Association, but they are still required to pay their annual local chapter dues.

    Section: 4. Associate Members

    Persons who attended UMES or any of its predecessor institutions but did not receive a degree, diploma or certificate. Associate members are voting members of the Association and are not eligible to hold the office of National Alumni Association President.

    Section: 5. Members At Large

    Any person paying their Regular, Life or Associate membership fees may be a member at large of the Association and are not required to affiliate with a local chapter, involvement with a chapter is highly encouraged.

    ARTICLE VII - MEETINGS

    Meetings shall be held as set forth herein and as provided in the by-laws.

    The membership grants to the Board of Directors, the right to act at a call meeting of the Board, upon a proposed amendment, which at the sole discretion of the Board of Directors requires immediate action. Information on the proposed amendment must be mailed to the Board of Directors members at least 10 calendar days prior to the date of the meeting. A two-thirds vote of those members shall be required for the passage of an amendment. The general membership will in 30 calendar days thereafter be notified in writing of the actions taken by the Board of Directors.

    Section: 1. Annual Meeting

    a. The annual meeting of the Association shall be held during the third week of February or Homecoming Weekend annually.

    b. The purpose of the Annual Meeting shall be designed to update the assembled financially active membership on the state of the association and to conduct and enact its business.

    Section: 2. Regular Meetings

    a. The Board of Directors shall hold at least four (4) regular meetings each year.

    b. A quorum constitutes a majority or 51%of the current Board of Directors for the purpose of conducting the business of the

    Association at a regular meeting.

    Section: 3. Special or Call Meetings

    a. The President may schedule a special or call meeting at any time. If three (3) or more members of the Board of Directors desire a call meeting, they shall notify the President.

    b. Notification of special or call meetings must be issued at least 72 hours prior to convening such a meeting. Such notification may be by mail, telegram, telephone call, facsimile, e-mail, or video mail, text message or any recognized form of communication.

    c. A quorum for a special or call meeting shall consist of the majority of the members of the Board of Directors on record.

    ARTICLE VIII - COMMITTEES

    Section: 1 The standing committees shall be:

    a. Homecoming

    b. Finance Committee

    c. Membership

    Section: 2

    There shall be such other Committees as the President and the Board of Directors shall deem necessary.

    Section: 3. Nominating Committee

    A Nominating Committee composed of five financially active alumni association members shall be appointed by the President to present to the Corresponding Secretary a slate of candidates as provided in Article III Section 3 of the by-laws. The Corresponding Secretary shall submit in writing the names of the nominees to the members of the Board of Directors. Elected Officers / Ex-Officio Officers of the Association are ineligible to serve on this committee.

    Section: 4. Other Committees

    There shall be standing and appointed committees as deemed necessary by the President and/or the Executive Committee. The individual members of said committees shall be approved by the President.

    ARTICLE IX - LOCAL CHAPTERS

    Section: 1

    The Board of Directors shall oversee and authorize the establishment of all local chapters.

    Section: 2

    Any community of five (5) or more persons eligible for regular membership in the Association may organize a local chapter with the approval of the Board of Directors.

    ARTICLE X - LIABILITY, INDEMNIFICATION AND DISSOLUTION

    Section: 1. Liability

    No Subordinate organizational entity of the Association shall have the authority or power to impose or incur financial or legal liability on the part of the Association without the express authorization of the Board of Directors, in writing and obtained at least 15 calendar days in advance, except as delegated in the by-laws.

    Section: 2. Indemnification

    The Association shall indemnify any officer or member of the Association for actions taken during the performance of duties on behalf of the Association so long as said actions are consonant with the honesty, integrity, mission, goals and objectives of the Association as determined by the Board of Directors. The Association shall not be responsible for any indebtedness or obligation of subordinate organizational entities, their officers or agents.

    Section: 3. Dissolution

    a. In the unlikely event that the Association should dissolve its property and/or assets shall be donated to the University of Maryland Eastern Shore, should it remain a viable educational institution, or distributed to such tax-exempt, nonprofit organizations as may be determined by Association members.

    b. There shall be no general distribution of property or other assets to any officer or member of the Association at any time beyond reasonable reimbursement of expenses. No officer or member shall be held personally liable to any creditors or the Association for an indebtedness or liability incurred pursuant to Article XIII, Section 2, above. Such creditors shall look only to assets of the Association for payment.

    ARTICLE XI - OFFICIAL PUBLICATION

    The official news print publication of the Association shall be titled The Hawk Flyer. The President shall appoint the editor of The Hawk Flyer.

    ARTICLE XII - AMENDMENTS

    This Constitution may be altered or amended by a majority of the financial members at an annual meeting, or at a special meeting called for that purpose. Notice of Amendment changes shall be mailed to each financial member thirty (30) calendar days prior to any scheduled ratification meeting.

    The University of Maryland Eastern Shore

    National Alumni Association

    BYLAWS

    (November 2011)

    ARTICLE I - PURPOSE

    The purpose of these Bylaws shall be to provide operating guidelines to facilitate the implementation of the Association’s Constitution.

    ARTICLE II - MEMBERSHIP

    Section: 1. Membership

    Membership in the Association and/or a local chapter shall be based upon the fiscal year that conforms the University System of Maryland’s fiscal year of July 1 through June 30th .

    In accordance with ARTICLE VI of the National Constitution, the following procedures are established:

    A. Regular Membership

    1. Any individual who has been awarded a degree, diploma, or certificate by UMES or any of its predecessor institutions may become a Regular Member of this Association by paying the appropriate annual membership fees.

    2. Such members shall be accorded full voting rights and the right to hold office. The Board of Directors is herein empowered to establish such fees, as it deems necessary and to issue appropriate certificates of membership to such persons or groups entitled thereto. Membership shall be acquired through Local Chapters or directly from the Board of Directors. No individual membership in the Association at the Local Chapter level is sanctioned without membership at the National level.

    B. Honorary Membership

    1. Honorary Membership is extended persons because of their contribution to the University of Maryland Eastern Shore any of its predecessor institutions or their high ethical standing in the community or have national recognition of distinction.

    2. Honorary Members shall have the privilege of participating in all National Alumni Association activities, but they do not have voting rights in the Association and are not eligible to hold office.

    3. The Board of Directors by a 2/3 majority vote, may elect a person to Honorary Membership.

    C. Life Membership:

    Life members are those persons who fulfill the requirements of Regular Membership and pay the prescribed life membership fee. The life membership fees may be paid in installments.

    D. Associate Membership:

    Persons who attended UMES or any of its predecessor institutions but did not receive a degree, diploma or certificate. Associate members are not voting members of the Association and are not eligible to hold office.

    E. Membership-At-Large

    Any person paying their Regular, Life or Associate membership fees maybe be a member-at-large of the Association and do not have to be affiliate with a local chapter.

    Section: 2. Chapter Membership

    The National Alumni Association is exempt under the Internal Revenue Code, Section 501 ( c )( 3 ). Local chapters are considered subordinate organizations, as defined by the I.R.S. as they are affiliated with the NAA and have similar structures, purposes and activities. As subordinate organizations, local chapters do not have to apply for exemption from the I.R.S. individually and do not have a separate I.R.S. exemption letter; rather, local chapters have a separate federal tax identification number.

    In accordance with ARTICLE IX, of the National Constitution, the following procedures are established:

    a. Local chapters may be established in a community, city or other geographical entities and shall be open to all individuals who qualify for regular membership as defined in Section 1.

    b. Any group of five (5) or more persons meeting requirements for regular membership may submit a local chapter Letter of Intent to the Board of Directors. Such groups may be granted their own separate Charter or instructed to join an existing local chapter.

    c. The Letter of Intent should describe:

    1. The approximate geographic area of the proposed local chapter.

    2. The estimated number of members.

    3. The names, addresses and signatures of the petitioning persons.

    4. The local chapter’s Constitution and Bylaws.

    5. Contain the appropriate National dues.

    6. Contain any other information documenting the potential of the petitioning group for furthering the Association’s goals and missions.

    d. The Board of Directors shall direct the establishment of local chapters in any region.

    e. The Board of Directors shall set a reasonable time frame for the Local Chapter’s establishment based on the circumstances of the local petitioning group. Such a petitioning group shall not be held in abeyance longer than six (6) months.

    f. Petitioning group must secure five (5) members before Local Chapter status may be granted. In the event a petitioning group cannot get five (5) members within the six (6) months, the provisions of paragraph (e), above, may be waived by the Board of Directors.

    g. Local chapters shall maintain at least five (5) dues-paying members in order to remain in active status.

    h. The Board of Directors and the President shall be responsible for the issuance of Local Chapter Charters. The Board of Directors shall ensure that the local chapters continue to qualify to be exempt and shall report any changes (addition or dissolution of chapters, changes in chapter names, etc.) to the I.R.S.

    i. The Board of Directors shall assist local chapters with any, if required, state and federal filings.

    Section: 3 Local Chapters Reporting Requirements

    Once established, local chapters shall file yearly written reports for each fiscal year (July 1 to June 30) with the Board of Directors, which includes:

    a. All Chapters shall submit an end-of-year financial;

    b. Accomplishment of Chapter program activities;

    c. Problems encountered, actions taken to resolve them and the outcomes, and any change in Local Chapter membership;

    d. Active chapter membership roster for the reporting fiscal year;

    e. Chapter bylaws and constitution, with any amendments;

    f. Other reports may be submitted as required by the Board of Directors; and

    g. All reports shall be due no later than February 1st annually.

    Section: 4 Local Chapter Fees

    a. Local Chapters may collect National Association and Chapter membership fees from all members.

    b. Chapters shall promptly remit the Association’s fees to the Treasurer.

    c. All Chapter fundraising activities shall be conducted in the name of the Local Chapter.

    ARTICLE III OFFICERS

    Section: 1

    The Officers of the Association are as follows: President, First, Second, Third and Fourth Vice-Presidents, Financial Secretary, Recording Secretary, Corresponding Secretary, Treasurer, Parliamentarian, and Sergeant-at-Arms.

    Section: 2

    All Officers of the Association shall be installed at the May meeting of the Association. Election of officers shall be by secret ballot, which shall include write–in candidates, or any other manner as may be determined by the Board of Directors. Any method of voting shall assure that all financial members be afforded at least thirty (30) calendar days notice to provide them an opportunity to participate in the process.

    ARTICLE IV OFFICERS’ DUTIES AND TERMS OF OFFICE

    Section: 1. President

    The President shall preside over all meetings of the Association and the Board of Directors, appoint other committees and provide leadership to the activities of the Association. He/she shall call special meetings of the Association and the Board of Directors and perform such other duties (as usually pertain) to the office. The president shall be the official spokesperson of the Association.

    Section: 2. Vice Presidents

    A. First Vice President

    The First Vice President shall preside over the meetings of the Association in the absence of, or at the direction of the President and serve as Chairman of the Development Committee. This person is responsible for implementing the Association’s philanthropic efforts through grants, fundraising events, and individual/chapter contributions which benefit the Association and the University. In addition, he/she may perform such other duties as may be assigned by the President.

    B. Second Vice President

    The Second Vice President shall be responsible for increasing the membership of the Association, and shall serve as Chairman of the Membership Committee. This person is responsible for increasing alumni membership through the growth of alumni chapters and actively engaging students and young alumni. He/she shall perform such other duties as may be assigned by the President.

    C. Third Vice-President

    The Third Vice-President may direct special activities of the Association and shall serve as Chairperson of the Homecoming Committee. He/she shall perform such other duties as may be assigned by the President.

    D. Fourth Vice-President

    The Fourth Vice-President shall keep Association informed of legal and legislative issues affecting higher education, particularly within the state of Maryland and as these issues pertain to historically black colleges and universities. This person shall serve as Chairperson of the Legislative Affairs Committee. He/she shall perform such other duties as may be assigned by the President.

    Section: 3. Treasurer

    The Treasurer shall maintain the financial records of the Association by collecting and disbursing all monies of the Association, subject to the approval of the National Board of Directors.

    Section: 4. Secretaries

    a. The Recording Secretary

    The Recording Secretary shall be responsible for coordinating all administrative and clerical affairs of the Association, including but not limited to, recording minutes of all Board of Directors meetings and the annual meeting of the Association. All minutes shall be distributed to Board of Directors members by no later than 15 calendar days prior to the next meeting.

    b. The Corresponding Secretary

    The Corresponding Secretary shall record the minutes in the absence of the recording secretary and assist the secretary in carrying out his/her functions. The Corresponding Secretary will be responsible for all incoming/outgoing correspondence. The Corresponding Secretary will send out appropriate cards, flowers and other courtesies, including issuance of proclamations, as the need arises.

    c. Financial Secretary

    The Financial Secretary shall maintain an active record of all members and shall collect all monies on behalf of the Association.

    Section: 5. Parliamentarian

    The Parliamentarian will provide assistance to the President in the interpretation of the Constitution and By-Laws of The Association and will serve as chairman of the By-Laws Revision Committee. Robert’s Rule of Order – Newly Revised will be used as a guide for parliamentary procedures.

    Section: 6. Sergeant-At-Arms

    The Sergeant-At-Arms will be the official guard of the door to insure the privacy of official ceremonies and meetings. They will set the standard for protocol for the Association.

    Section: 7. Terms of Office

    The term of office for all officers shall be two (2) years. Any person shall be eligible to succeed him or herself only once in any given office, limiting them to 2 terms.

    Section: 8. Removal of Officers

    An officer may be removed from office for cause. Cause shall include, but shall not be limited to, failure to perform the duties of office, breach of fiduciary duty to the Association, including deliberate misrepresentation of policies, goals and objectives (i.e., improperly implementing programs or instructions), wrongful use of Association funds or actions clearly contrary to the Association’s Constitution or Bylaws. An officer may also be removed for failure to attend three (3) consecutive, regularly scheduled Board of Directors meetings in one calendar year.

    Section: 9. Removal Procedures

    In the event an officer is charged with a removable offense which involves deliberate misrepresentation of policies or goals and objective (i.e., improperly implementing programs or instructions) or wrongful use of Association funds or actions clearly contrary to the Association’s Constitution or Bylaws, the President shall notify the officer in writing of the proposal to remove from office. Such removal shall be the first order of business at the next scheduled Board of Directors meeting after the notice of proposal to remove is issued. After all information has been considered, the Board of Directors shall render a decision that is binding and final. Such decision shall be transmitted in writing to the subject officer within 5 business days after the decision is made. Any decision to remove must be based on a two-thirds (2/3) majority vote of the Board of Directors.

    Section: 10. Vacancies

    In the event an office becomes vacant, with exception of the office of President, the President shall appoint a person to serve out the remainder of that term. In the case of the unexpired term of the President, the First Vice President shall fill vacancy.

    ARTICLE V - BOARD OF DIRECTORS

    Section: 1.

    The Board of Directors shall select a Certified Public Accountant who is not a member of the Board of Directors to audit the financial records of the Association and report the findings at the annual meeting.

    Section: 2.

    The Board of Directors shall supervise and carry out the business of the Association between annual meetings, and the planning and supervision of all special events sponsored by the Association.

    Section: 3.

    The Board of Directors shall submit a projected annual budget, including an operational budget and a program budget, at the annual meeting for approval by a majority of the financial members present.

    Section: 4.

    Whenever feasible, the Board of Directors shall, on behalf of the Association, provide “seed money” to local chapters for special chapter projects. The Board of Directors shall determine the general criteria for receiving “seed money” and shall make awards on a case-by-case basis.

    Section: 5.

    The Board of Directors shall hold at least four (4) regular meetings each year. The annual meeting of the Association shall be held in February of each year.

    ARTICLE VI - COMMITTEES

    Section: 1. Appointment Procedures and Responsibilities of Ad Hoc Committees

    a. The appointment procedures should be completed as follows:

    1. Ad Hoc Committees - The President may appoint committees of one or more members and their chairpersons for the purposes and duration indicated by the Board of Directors.

    2. Appointment Terms - The members shall serve on standing or ad hoc committees until the President withdraws the appointment or until either the purpose or duration of the committee has been achieved or expired, whichever comes first.

    3. Conduct of Committee Business – Chairpersons of standing or ad hoc committees shall direct the work of the committee based on the Association’s Constitution and Bylaws, special procedural rules of the Board of Directors and/or Robert’s Rules of Order- Newly Revised, current edition

    b. Responsibilities

    The responsibilities of standing or ad hoc committees are generally as follows:

    1. Study information and issues relevant to the Board of Directors within the subject matter area of the committee.

    2. Regularly inform the Board of Directors in writing of its findings.

    3. Explore such issues as may be assigned by the President and/or Board of Directors from time to time.

    Section: 2. Nominating and Elections Committees

    a. The Nominating Committee, composed of five (5) financially active Association members shall be appointed biennially by the President by November 1. Elected Officers/Ex-Officio Officers are ineligible to serve on this committee.

    b. The Elections Committee, composed of five (5) financially active Association members shall be appointed biennially by the President by November 1. Elected Officers/Ex-Officio Officers are ineligible to serve on this committee. The President shall appoint one of the five members to serve as Chair of the Committee.

    c. The purpose of the Nominating Committee is to present to the Corresponding Secretary with a slate of candidates for each office.

    d. The purpose of the Elections Committee is to supervise the Association election. This process shall include the establishment of appropriate mechanism and procedures for conducting the elections in accordance with the Association’s Constitution and Bylaws. The President shall appoint one of the five members to serve as Chair of the Committee.

    e. The committee shall follow the procedures as stated in the National Constitution or elsewhere in these Bylaws.

    f. The Nominating Committee shall send out notification to all paid members requesting the names of potential candidates for each office by November 15.

    g. The Nominating Committee shall receive nominations until January 15.

    h. The Nominating Committee shall ascertain the eligibility and desire of each candidate to hold office no later than January 31, at which time, the Nominating Committee shall forward such slate to the Corresponding Secretary.

    i. The Correspondence Secretary shall submit, in writing, the names of the nominees, to the members of the Board of Directors no later than seven (7) business days before the Annual Meeting. Such slate shall be deemed the “Official Slate of Candidates” for election to the nation offices in the Association.

    j. The Official Slate of Candidates for election shall be presented at the Annual Meeting of the Association. Nominations may also be made from the floor of the meeting, provided the Nominating Committee is able to determine eligibility and desire to hold office.

    k. The Corresponding Secretary then presents the Slate of Candidates for consideration by the membership. Each Candidate for Office shall be provided with the opportunity to make a presentation to the membership at the Annual Meeting and may promote their selection between the date of the Annual Meeting and March 31.

    l. Only members of the Association who are paid by the close of the Annual meeting shall be eligible to vote for the candidates for office.

    m. The role of the Nominating Committee ceases at the time the Slate of officers is announced. Thereafter, the Elections Committee continues the process.

    n. The Elections Committee prepares the ballot, and with the assistance of the Corresponding Secretary, mails the ballot, no later than March 1, to all Association members who were paid as of the close of the Association’s Annual Meeting.

    o. Ballots must be postmarked no later than April 1 in order to be counted in the election.

    p. The Elections Committee shall tally all ballots and provide the results of the election, in writing, to the Board of Directors no later than ten (10) calendar days after the deadline to receive ballots has passed. The Election Committee shall advise all candidates for office regarding the date, time and location at which the ballots would be tallied. All candidates for office shall have the opportunity to observe the official counting of the ballots.

    q. Questions arising during the Nomination and Election process shall be directed to the Chairperson of the respective committee and shall be resolved by that committee.

    r. Once the ballots have been tallied, the Elections Committee shall present the final tabulations to the Board of Directors. The Board of Directors shall notify all candidates of the results of the election immediately, or as soon as possible following the tabulation. The Association membership shall be notified, in writing, no later than ten (10) days following the tabulation of the votes.

    s. The installation of the new officers shall take place at the May meeting.

    t. In the event that a need arises for a special election, the President and Board of Directors shall determine the timetable for such election.

    Section: 4. Standing Committees

    The standing committees of the association shall be the Homecoming Committee, Membership Committee and the Finance Committee. The President with the approval of the Board of Directors shall appoint Chairmen and members of all standing committees.

    a. Finance Committee.

    This committee shall consist of the National Treasurer as chairman. The committee is shall prepare and supervise the annual budget and be responsible for auditing all accounts and chapter finances.

    b. Homecoming Committee.

    This committee shall consist of the Third Vice President as chairman and a representative of each chapter and other members the Board of Directors deem necessary. It shall be the function of this committee to plan and execute all homecoming activities.

    c. Membership Committee.

    This committee shall consist of the Second Vice President as Chairman and a representative from each chapter. It shall be the responsibility of this committee to monitor membership status and recommend strategies for the recruitment, retention and reactivation of members.

    d. Development Committee.

    This committee shall consist of the First Vice-President as Chairman and shall include a representative from each chapter. This committee shall be responsible for implementing the Association’s philanthropic efforts through grants, fundraising events, and individual/chapter contributions which benefit the Association and the University.

    e. Legislative Affairs Committee.

    This committee shall consist of the Fourth Vice President as Chairman. This committee shall keep Association informed of legal and legislative issues affecting higher education, particularly within the state of Maryland and as these issues pertain to historically black colleges and universities.

    ARTICLE VII SUSPENSION, EXPULSION OR REMOVAL

    Section: 1. Local Chapters - Suspension

    a. Failure to Report

    If a local chapter fails to submit its annual report and fees in accordance with Article II, Sections 3 and 4, this action shall be taken for noncompliance.

    b. Chapter Inactivity

    A Local Chapter’s Charter of Authority may be suspended by the Board of Directors in accordance with ARTICLE II, Section 2.

    c. Constitutional Violations

    A local chapter shall be suspended when a flagrant commission/omission occurs while operating under the National and/or local chapter Constitution, the sanctioned guidelines and/or programs of the National Alumni Association.

    Section: 2. Notice of Suspension

    a. A local chapter must be notified in writing of any violations, which carry a suspension penalty as set forth above.

    b. Said chapter shall have thirty (30) calendar days to correct any such infractions and afforded a full hearing before the Board of Directors on the charges before imposition of the suspension penalty.

    c. Thereafter, should the Board of Directors determine it to be in the best interest of the Association, and upon a 2/3 vote of the Board of Directors, such suspension shall be effective immediately.

    d. At such time, the local Chapter shall:

    a. Seal all records

    b. Freeze its bank account(s) within twenty-four (24) hours notification

    c. Cease local chapter activity (not to be resumed until authorized in writing by the Board of Directors, but in no case not to exceed one year), and

    d. Immediately surrender its Certificate of Incorporation and Charter of Authority

    Such suspension shall not invalidate individual membership in the Association

    Section: 3. Expulsion

    At the end of the suspension period, if a chapter has not resolved the infraction to the satisfaction of the Board of Directors, the Association shall initiate dissolution procedures for the chapter. Prior to expulsion, the affected chapter shall be afforded an opportunity for a full hearing. Chapter expulsion requires at least a 2/3 vote of the Board of Directors. In the event expulsion is necessary, the Association shall proceed to dissolve the chapter as an active subordinate organization under its group exemption under the Internal Revenue Code.

    ARTICLE VIII - RULES OF GOVERNANCE

    In all matters concerned with procedure in the conductance of meetings of the Association and its Chapters, Robert’s Rules of Order, current edition; shall govern except as provided herein.

    ARTICLE IX - INDEBTEDNESS

    The Association shall not be responsible for indebtedness or obligations of any of the Local Chapters, their Officers, or their Agents. The President shall be authorized to make expenditures or obligations not to exceed One Thousand Dollars ($1,000.00), without prior approval of the Board of Directors. Such expenditures must be sanctioned at the next Board of Directors meeting by its two-third (2/3) majority vote. All other expenditures shall be approved budget items and/or expenditures authorized by the Board of Directors, in session.

    ARTICLE X - LIMITATIONS OF LIABILITY

    No Local Chapter, Officer or member of this Association shall have the authority or power to impose or incur financial liability on the part of the Association without express authorization of the Board of Directors, in writing and obtained in advance, except as provided for herein.

    ARTICLE XI - AMENDMENTS TO THE BYLAWS

    The Bylaws of the Association may be amended, changed or deleted as necessary by approval of a two-thirds (2/3) majority vote of the Board of Directors. Such amendments, changes, or deletions shall become effective immediately.

    ARTICLE XII ADOPTION OF THE BYLAWS

    The Bylaws of the UNIVERSITY OF MARYLAND EASTERN SHORE NATIONAL ALUMNI ASSOCIATION, INC., were adopted by a two-thirds (2/3) majority of the Board of Directors of the UMES National Alumni Association February 2009.