BYLAWS

OF THE

ALUMNAE ASSOCIATION

OF THE

ACADEMY OF NOTRE DAME DE NAMUR

VILLANOVA, PENNSYLVANIA

               Amended as of May 5, 2008

1.0                                                                     ARTICLE I

         Name

            The name of this Association is the Alumnae Association of the Academy of Notre Dame de Namur, Villanova, Pennsylvania (the “Academy” or “Alma Mater”), hereinafter referred to as the “Association”.

2.0                                                                    ARTICLE II

        Purpose

            The purpose of the Association is to foster a sense of loyalty to the Academy and a sense of community among its members; to encourage, and to provide opportunities for, contributions of time, talent, and resources by its members to the Academy and its students; to promote and share the values of Saint Julie Billiart; to support and advance the interests and general welfare of the Academy; and to keep its members connected to their Alma Mater.

3.0                                                                   ARTICLE III 

      Members

            All individuals who have graduated from the Academy are members of the Association. Individuals, who attended the Academy and left it in good standing prior to graduation, may be admitted to membership in the Association, upon request, by approval of the Executive Committee.

4.0                                                                       Article IV 

           Officers

4.1 Designations, Qualifications, and Duties

            Section I. The officers of the Association will consist of a President, a Vice President, a

Secretary, and a Treasurer.  All officers will be members of the Association.

            Section 2. The President will: (a) preside at all meetings of the Association and of the Executive Committee; (b) be a member ex-officio of all committees of this Association except the Nominating Committee; (c) appoint committees and define their duties except as otherwise provided in these Bylaws; and (d) have all other duties usually pertaining to the office and as specified in these Bylaws.

            Section 3. The Vice President will assume the functions and duties of the President in the absence or temporary incapacity of the President and will otherwise assist the President in managing the affairs of the Association as requested.

            Section 4.  The Secretary will keep accurate minutes of all meetings of the Association and of the Executive Committee and will send communications, in conjunction with the Director of Alumnae Relations, on behalf of the Association or the Executive Committee, as directed by either of them.

            Section 5. The Treasurer will: (a) assure the maintenance of accurate accounts of receipts and expenditures of money by the Association; (b) assure the payment of bills as authorized by the President and the Director of Alumnae Relations; and (c) be responsible for oversight of the fiscal affairs of this Association.

4.2  Terms

            Section 1. Except as otherwise provided in sections 2 and 3 below, the President, Vice President, Secretary, and Treasurer will serve terms of two years and will be limited to two, consecutive, full terms in each office. Officers will assume office at the beginning of the Association year following their election.

Section 2. If the two-year term, specified in the earlier version of the Bylaws, of the individual serving as Vice President at the time of the adoption of these Bylaws ends in an odd-numbered year, her term as Vice President will, at her option, be shortened to a one-year term or extended for an additional year to allow for the nomination and election of the Vice President in even-numbered years in the future. 

 Section 3. If the two-year term, specified in the earlier version of the Bylaws, of the individual serving as Treasurer at the time of the adoption of these Bylaws ends in an even-numbered year, her term as Treasurer, will, with her consent, be extended for one additional year to allow for the nomination and election of Treasurer in odd-numbered years in the future.  If that individual is not willing to so extend her term in that office, for the election immediately following the adoption of these Bylaws, the Nominating Committee will nominate an individual for the position of Treasurer for either a one-year term or a three-year term, ending in an odd-numbered year.

4.3          Elections

Section 1. Election of the President and Vice President will be held in even-numbered years, and the election of the Secretary and Treasurer will be held in odd-numbered years.

            Section 2. The Nominating Committee’s slate of nominees for each office for which an election is being held and a ballot will be made available by the Director of Alumnae Relations to the members of the Association at least four weeks before the end of the Association’s year.

Section 3. Each member will be entitled to cast one vote for each office to be filled at any election, by submitting a ballot no later than two weeks before the end of the Association’s year. The results of each election will be announced prior to the end of the Association’s year.

            Section 4. The nominee for an office receiving the most votes will be elected to the office.

4.4 Vacancies

            Section 1.  In the event that the position of President becomes vacant, the Vice President will fill the office of President for the unexpired term.

            Section 2.  In the event that the position of Vice President, Secretary, or Treasurer becomes vacant, the President will appoint a member of the Association to fill the office for the unexpired term.

5.0                                                                                                                                          ARTICLE V 

          Committees

5.1 Designations

            Section 1:  The Association will have standing committees, and such other special committees, as may be required to promote the interests and objectives of the Association. 

            Section 2:  The standing committees will be the Executive Committee, the Nominating Committee, and the Annual Event Committee.

            Section 3:  There may be such other special committees as the Executive Committee may determine from time to time to be appropriate. The purpose of and charge to a special committee, as well as the qualifications, methods of appointment, and terms of its members, will be as specified in the Executive Committee resolution creating the committee or, if delegated by the Executive Committee, as specified by the President. The necessity for the continued existence of a special committee is to be reviewed by the Executive Committee every two years.

5.2 Executive Committee

            Section 1. The Executive Committee of this Association will consist of the Officers, the Immediate Past President, and the Director of Alumnae Relations of the Academy, and may also include a maximum of four members-at-large appointed by the President, who will be members of the Association and who, ideally, will represent different decades of graduates of the Academy. The Executive Committee will conduct all business and will exercise general supervision of the affairs of this Association between its meetings.

            Section 2. There will be at least three regular meetings of the Executive Committee during the Association’s year, and such meetings may be held in conjunction with the Association’s meetings. The Executive Committee will also meet, in person, by conference call, or electronically, at such other times as any two or more members of the Executive Committee may request.  Each member of the Executive Committee will be given at least five days’ notice of each meeting of the Executive Committee. 

            Section 3. The Executive Committee may, by majority vote, act on the behalf of the Association between regular meetings of the Association, provided that such action is not substantively inconsistent with action previously approved at a regular meeting of the Association.  Actions taken by the Executive Committee in the interim between regular meetings of the Association will be reported at the next regular meeting of the Association

Section 4.  Members-at-large of the Executive Committee will serve two year terms and will be limited to two, consecutive, full terms in that capacity.

5.3  Nominating Committee

Section 1. The Nominating Committee will consist of the Immediate Past President of the Association, the Director of Alumnae Relations of the Academy, and a minimum of two and a maximum of five members of this Association, who will be appointed by the Executive Committee.

Section 2. The Nominating Committee will, by majority vote, nominate at least one member of the Association for each office for which an election is being held, and will submit the slate of nominees to the Secretary and the Director of Alumnae Relations at least six weeks before the end of the Association’s year.

Section 3.  Appointed members of the Nominating Committee will serve two year terms and will be limited to two, consecutive, full terms in that capacity.

5.4 Annual Event Committee

Section 1.  The Annual Event Committee will consist of no fewer that three and no more than seven members of the Association, appointed by the President.

Section 2.  The Annual Event Committee will develop and present each year to the Executive Committee plans for a social event to which all members of the Association will be invited, and will coordinate the implementation of the event plans approved by the Executive Committee. It is intended that such event will generate net revenue that will be donated by the Association to the Academy for a specific purpose recommended by the Annual Event Committee and approved by the Executive Committee.

Section 3.  Members of the Annual Event Committee will serve two year terms, without limit on the number of consecutive terms that may be served.

6.0                                                                   ARTICLE VI 

      Association Meetings

            Section 1. There will be three meetings of the Association each year: A fall meeting, a mid-winter meeting, and a spring meeting.  Special meetings may be held from time to time as determined by the President and the Director of Alumnae Relations, or at the request of a majority of the members of the Executive Committee.

            Section 2. The date, time, and location of each meeting of the Association will be announced reasonably in advance of the meeting.

            Section 3.  A majority of the members of the Executive Committee must be present at an Association meeting in order for business to be transacted. No other minimum number or proportion of members of the Association is required to constitute a quorum.

            Section 4. A majority vote of those members in attendance at a meeting of the Association will be required for action, except as otherwise provided in these Bylaws.

            Section 5.  At the request of any one member of the Executive Committee, action proposed at an Association meeting on an item of business that has not been the subject of prior review by the Executive Committee will be deferred until the next meeting of the Association. The Executive Committee will review the proposed action in the interim and report its recommendations to the Association at that next meeting.

7.0                                                                   ARTICLE VII 

       Association Year

            This Association shall operate on the basis of a year that coincides with the fiscal year of the Academy.

8.0                                                                   ARTICLE VIII 

                                                                 General Provisions

            Section 1. The Executive Committee will adopt and follow generally recognized rules of parliamentary procedure for the conduct of the meetings and activities of the Association, except as otherwise provided in these Bylaws.

            Section 2.  Required announcements and notices to the members of the Association, as well as ballots of members of the Association, may be provided or submitted in printed or electronic form, accessible to members of the Association, e.g., Alumnae Association Handbook, the Academy’s website.

9.0                                                                   ARTICLE IX

       Amendment

            These Bylaws may be amended at any regular meeting of the Association by a two-thirds vote of those present and voting, provided the amendment has been presented in writing to the Executive Committee at least one month in advance of such meeting and previous notice of such amendment has been sent to all members of this Association.