Bylaws of the East Carolina University Alumni Association Board of Directors
Article I: Name, Mission, and Purpose
Section 1. Name.
The name of the association shall be the East Carolina University Alumni Association, hereafter referred to as the Alumni Association or the Association.
Section 2. Mission.
The East Carolina University Alumni Association shall inform, involve, and serve members of the ECU family throughout their lifelong relationship with the university.
Section 3. Purpose.
The purpose of the Alumni Association shall be to support the mission of East Carolina University by supporting and connecting students and alumni through communication and outreach, special programming, and philanthropy. The Alumni Association shall seek to elevate East Carolina University by fostering community among students, graduates, and university stakeholders.
Article II: Membership
Section 1. Alumni Members.
All the Alumni Association Members are graduates of East Carolina University (and all its previous names), including certificate holders and former students who matriculated for at least two consecutive semesters or equivalent in pursuit of a degree or certificate from East Carolina University.
Section 2. Honorary Members.
Honorary Alumni Association Members are any persons who have rendered conspicuous service to East Carolina University and have been awarded an Honorary Degree from East Carolina University and/or received an Honorary Alumni Award from the Association.
Article III: Constituent Organizations
Section 1. Constituent Organizations.
Constituent Organizations may be formed within the Association comprised of Alumni Members of the Association. There may be two types of Constituent Organizations: (A) local chapters, and (B) shared community chapters. Constituent Organizations may adopt constitutions, pass bylaws, elect officers, designate committees, and otherwise function as organizations within this Association, provided that nothing so adopted or done shall be in conflict with the policies of the East Carolina University Foundation, Inc. (the “ECU Foundation”) that govern the Alumni Association, subject to approval of the Alumni Association staff.
Section 2. Formation; Types.
A. Regional Chapters.
Regional chapters may be formed in any geographical area so long as they subscribe to the guidelines of chapter development as recommended and approved by the Board of Directors of the East Carolina University Alumni Association and adopt a charter or constitution consistent with the charter and bylaws of the East Carolina University Alumni Association. They shall hold a minimum of one annual meeting each year and actively represent the Alumni Association and East Carolina University in their locality.
B. Shared Community Chapters.
Shared community chapters may be organized by any group that has a common affinity related to their East Carolina University experience. These groups may include alumni of student organizations, communities of practice and/or corporate/industry specific groups.
Section 3. Minimum Standards.
Constituent Organizations may be formed so long as they subscribe to the guidelines of group development maintained by the Office of Alumni Relations. The charter of any chapter or society may be revoked at any time for just cause or in violation of the code of conduct after review by the Associate Vice Chancellor of Alumni Relations and Chair of the Board of Directors.
Article IV: Board of Directors
Section 1. Board of Directors.
The members of the Association shall be represented in achieving the mission and purpose of the Association by a Board of Directors (as defined below) consisting of current Alumni Members.
Section 2. Elected Directors.
No more than thirty (30) members shall be elected by the Board of Directors of the Association. The terms of the elected Directors shall be for three (3) years.
Section 3. Emeritus Directors.
Former chairpersons who have served for a minimum of one (1) year in this role shall be eligible for nomination to Emeritus status. Such nominations shall require the recommendation of the Recruitment and Retention Committee and must be approved by a majority vote from the elected Board of Directors at the Annual Meeting.
Additionally, Directors who have served at least two (2) consecutive three-year terms and served for a minimum of two (2) years as a Vice Chair, Secretary, or Committee Chair will also be eligible for nomination to Emeritus status. These nominations would require the recommendation of the Recruitment and Retention Committee and must be approved by a majority vote of the elected board of directors at the annual meeting.
Emeritus status may be granted to eligible directors at the final meeting of their term of service, effective immediately.
An emeritus director shall have none of the obligations of elected board Directors but shall be entitled to all privileges except those of making motions, voting, and holding office. Emeritus Directors duties and responsibilities are:
- May attend regularly scheduled meetings of the Board of Directors.
- May attend other special committee meetings and special events as requested.
- May participate in specific projects when requested by the East Carolina Alumni Association, Chair of the Board of Directors, and/or the Associate Vice Chancellor for Alumni Relations.
- May assist in identifying others whose interest and support are important to the East Carolina Alumni Association.
Section 4. Ex-Officio.
The following shall serve ex-officio as members of the Board without voting rights: the Chancellor of East Carolina University; the Vice Chancellor for Advancement of East Carolina University and/or the President of the ECU Foundation; and the President of the East Carolina University Student Government Association. Such other and additional non-voting Directors as may be elected by duly qualified constituent organizations as provided in these articles.
Section 5. Nominations.
A.
The Associate Vice Chancellor for Alumni Relations accepts applications and nominations for Board membership year-round. To be considered for membership the following fiscal year, which begins on July 1, applications and nominations must be submitted by January 31 of the prior fiscal year.
B.
The Recruitment and Retention Committee shall present a slate of Director candidates to the board for first reading prior to the annual meeting pursuant to the timeline utilized by the Recruitment and Retention Committee.
Section 6. Election.
A.
Elections shall be carried out by the Recruitment and Retention Committee in accordance with their documented procedures.
B.
Elections shall be conducted annually by the Directors present at the Annual Meeting.
C.
Directors elected at the Annual Meeting shall assume office on July 1, the beginning of the fiscal year following their election. Directors seeking reelection may be voted on prior to the spring meeting via electronic ballot.
D.
Officers shall be elected at the Annual Meeting following the confirmation of the newly elected Directors. Nominees for the officer positions must have at least one full year left on their term when nominated.
Section 7. Term Limits;
Eligibility to Serve. Beginning with the class of 2020, elected members of the East Carolina University Alumni Association Board of Directors may serve a maximum of two (2) consecutive three-year terms. No person shall be eligible to serve more than two consecutive terms on the Board. A Board member who has served more than half a term on the Board is considered to have served a full term. This section does not preclude reelection of any individual to the Board of Directors after a one-year (or greater) hiatus from Directorship.
ECU alumni who are university adjunct faculty and staff not directly affiliated with University Advancement, are eligible to serve on the board. No more than two (2) board members with ECU staff or adjunct faculty affiliation are eligible to serve on the board at one time. Alumni Relations and the Recruitment and Retention Committee will review and vet each candidate’s background to determine eligibility and any potential conflicts of interest.
Section 8: Philanthropic Giving Requirement.
Beginning July 1, 2025, all elected directors are required to make a philanthropic gift in the amount of $300.00 to the ECU Alumni Priority Fund, annually. If any member fails to meet this annual requirement without consultation with the chair and associate vice chancellor for alumni relations, their seat as a director shall be deemed vacant. This requirement does not apply to Emeritus Directors or non-board members serving on committees.
Section 9: Removal.
A.
Any Officer or Director of the Association may be removed by a two-thirds majority of the Board when, in its judgment, the best interest of the Association would be served thereby.
B.
Any Officer or Director with two unexcused Board meeting absences within the Association’s fiscal year shall forfeit their seat and conclude their term of service. Excused absences at Board meetings are at the discretion of the Chair and will be noted in meeting minutes as official record.
C.
Individuals who are being considered for an additional term of service may be asked to conclude their term if, during their initial term, they have failed to actively participate in Association and/or Board activities, including but not limited to (i) failing to participate in Committee meetings and (ii) missing Board meetings without excuse, as recorded and documented in Committee reports and Board meeting minutes. Any individual asked to conclude their service due to lack of participation or attendance must be presented by the Board Chair or a Recruitment and Retention Committee member to the Executive Committee for approval of dismissal.
Section 10. Vacancies.
A. Officers:
When a vacancy occurs in an elected term of office, the Chair of the Association shall appoint a sitting Director to fulfill the unexpired term of office.
B. Directors:
When a vacancy occurs in an elected term of office, the Chair of the Association may appoint an individual to fulfill the unexpired term of office.The appointed Director will then be eligible to serve the remaining term and one (1) additional term of his or her own if elected.
Section 11. Conflict of Interest.
The Association shall not be precluded from conducting business with any partnership, firm, or company with which one or more Directors are associated, provided any business relationship is established and maintained on an arm’s length basis. Each Director shall disclose in advance of a vote any actual or potential conflict between the Director’s personal interests and their duty to the Association. Any Director deemed by the board to be disqualified because of an actual or apparent conflict of interest on any matter shall not vote or use their influence on the matter. The minutes should reflect any disclosure and/or disqualification.
Article V: Officers
Section 1.
The Chair, Vice Chair, and Secretary shall be elected by the members of the Board of Directors at the annual meeting of the Directors and shall hold office until their successor has qualified and been elected. These elected officers shall have full voting rights and all privileges of members of the Board of Directors. All officers shall serve at least one-year terms. The elected officers shall assume office on July 1 at the beginning of the university’s fiscal year following their election. Officers shall be eligible for election to an additional year in office as long as their term on the Board does not expire.
Section 2. Ex-officio Officers:
In addition to the elected officers of Chair, Vice Chair, and Secretary, the following shall be Ex-Officio Officers of the Association:
A.
The Associate Vice Chancellor for Alumni Relations or comparable position is a member of the Board of Directors with full voting rights and privileges.
B.
The Immediate Past Chair of the Association shall be a voting ex-officio member of the board in instances where their term as a member of the Board of Directors expires at the conclusion of their tenure as Chair. If their elected term on the board has not expired at the end of their tenure as Chair, they shall serve on the Board for the remainder of their term as an elected Director. If their elected term on the Board has expired, they shall serve on the Board until their position as immediate past chair has expired.
Section 3: Duties.
A. Chair.
The Chair shall preside at all meetings and be an ex-officio member of all committees of the Board and generally supervise and control all of the business and affairs of the Association. The Board Chair shall be responsible for annually appointing (i) all committee chairs and (ii) the committee assignments for elected Directors, subject to review and approval by the other Directors then serving on the Executive Committee.
B. Vice Chair.
The Vice Chair shall perform all of the duties and functions of the Chair in the absence of the Chair and shall perform such other duties as may be assigned to the Vice Chair from time to time by the board.
C. Secretary.
The Secretary shall keep a record of all the minutes of the Association and perform such other duties as may be assigned to Secretary by the Board.
D. Immediate Past Chair.
The Immediate Past Chair shall perform such duties as assigned by the Chair. As set forth above, he Immediate Past Chair shall be considered an Ex-Officio member of the Board in instances where the Chair’s term expires immediately upon the conclusion of their tenure serving as Chair. In this role, the Immediate Past Chair is a member of the Board of Directors with full voting rights and privileges.
Article VI: Meetings
Section 1: Place of Meetings.
All meetings of the East Carolina University Alumni Association Board of Directors, (the “Board of Directors” or the “Board”), shall be held at East Carolina University or at such other places as shall be designated in the notice of the meeting and as set by the Chair of the Association.
Section 2: Frequency of Meetings.
The Board of Directors shall meet no fewer than three (3) times per calendar year. One of these is considered the Annual Meeting. Officers and Directors are elected at the Annual Meeting.
Section 3: Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Chair or any two Directors and may be held at such place fixed by the person(s) calling the meeting.
Section 4: Notice.
Notice to the membership of the Annual Meeting of the Board of Directors shall not be necessary; however, elected Directors must receive notice of all meetings by written communication at least seven (7) days prior to said meeting. Said notice need not specify the purpose for which the meeting is called. Notice shall be deemed given at the time such written communication is sent, which may be via email or via the online meeting platform utilized by the Board, if any.
Section 5: Quorum.
A simple majority of the Directors shall constitute a quorum for the transacting of any business at said meeting.
Section 6: Attendance.
Attendance of the Board of Directors at Board meetings shall be in person unless emergent public safety conditions dictate otherwise as determined by the Board Chair. Directors may participate in special meetings or committee meetings by means of virtual attendance. Virtual participation may be utilized for Board meetings but will only count as attendance when approved in advance of the meeting by the Board Chair or Associate Vice Chancellor for Alumni Relations. Attendance in person is highly encouraged. Lack of attendance at Board meetings, special meetings, or committee meetings may result in removal from the Board of Directors in accordance with terms set forth in Section 8 of Article IV.
Article VII: Committees
Section 1: Alumni and Community Engagement Committee.
The Alumni and Community Engagement Committee shall serve as a resource and advisor to chapter volunteers throughout the network. The Committee shall work with Association staff to strengthen meaningful engagement with volunteers and alumni through regional events including and not limited to Pirates Set Sail and Days of Service, and networking/mentorship.
Section 2: Awards Committee.
The Awards Committee is responsible for the awards selections including, but not limited to, the Distinguished Service Awards, Outstanding Alumni Awards, Honorary Alumni Awards, Young Alumni Achievement Award, and the Robert H. Wright Alumni Leadership Award. Their duties include reviewing the awards criteria, reviewing nominee information, and selecting award recipients. Designated members of this Committee should solicit nominations through their networks to ensure a robust pool of nominations annually.
Section 3: Budget Committee.
In partnership with the ECU Foundation, the Budget Committee shall provide input on the stewardship of funds and investments formerly managed by the non-profit East Carolina University Alumni Association, Inc. The Committee may also review and provide recommendations related to affinity marketing partnerships and long-term sponsorship proposals as requested by the External Relations Committee.
Section 4: Executive Committee.
The Executive Committee shall consist of the following officers and members who may act for the Board on all matters delegated to it by the Board of Directors: Chair, Immediate Past Chair, Vice Chair, Secretary, and the Associate Vice Chancellor for Alumni Relations (an employee of East Carolina University). This committee shall also work closely with the Budget and the Fundraising and Sponsorship Committees on related revenue issues facing the Association. The executive committee shall also review and approve the selection of Committee Chairs and the committee assignments of elected Board Members designated by the Chair.
Section 5: Fundraising and Sponsorship Committee.
The Fundraising & Sponsorship Committee will provide input and recommendations on sponsorship generation by utilizing their individual networks to provide leads for sponsorship and revenue generation. They also champion annual giving initiatives for board members as well as create a challenge or alternate fundraising opportunity for the board in support of Pirate Nation Gives.
Section 6: Governance Committee.
The Governance Committee shall ensure board compliance with Robert’s Rules of Order, conduct an annual review of the bylaws, and facilitate the process for presenting proposed amendments to the bylaws at any meeting of the Board of Directors.
Section 7: Recruitment and Retention Committee.
The Recruitment and Retention Committee’s duties are to review applications from prospective Directors and select a slate of qualified candidates for Board approval at the Annual Meeting. The Committee will also present a slate of nominees for officers to the Board for election at the Annual Meeting. The Committee shall develop and execute a system of new member orientation and mentorship that fosters a sense of community amongst the Directors.
Section 8: Scholarship and Student Engagement Committee.
The Scholarship and Student Engagement Committee shall coordinate the review of applications and selection of recipients for organizational scholarships. The Committee can also advise on and suggest ways to promote the scholarships available to ensure the funds are fully allocated annually. The Committee shall also determine avenues of engagement for students to include ECUAA scholars as well as the greater student body of the university.
Section 9: Other Committees.
The Chair of the Alumni Association shall appoint such other ad hoc committees, task forces and work groups as they shall deem necessary in conducting the business of the Association.
Section 10: Non-Board Members on Select Committees
Select board committees to include Awards, Alumni and Community Engagement, Fundraising and Sponsorship and Scholarship and Student Engagement can allow up to three (3) non-board members to serve on the committee, annually.
A. Eligibility.
A non-board member (NBM), which will be referred to as a “committee member” in this role, must be an alumnus in good standing.
B. Term of Service.
NBMs will serve on a committee in coordination with other elected directors for a one-year term in accordance with the board year. NBMs in good standing may serve on a board committee for up to three (3) consecutive one-year terms. Upon completion of three (3) one-year terms, individuals must observe a mandatory one-year hiatus before becoming eligible to serve on a committee as a non-board member again.
C. Selection and Review.
The process to serve on a committee as an NBM will include a full review and vetting process comparable to that conducted for potential board members. Candidates can 1) self-identify through the alumni volunteer engagement process, 2) by invitation extended by the Recruitment and Retention Committee to outstanding candidates not selected for board service and 3) recommendation by current or past ECUAA Board members, with subsequent formal submission through the alumni volunteer engagement process.
1.
Submissions by NBMs candidates must include 1) a professional or service resume 2) brief overview of skills, qualifications or experiences relevant to the committee and 3) a request for their preferred committee(s) for service
2.
Committee assignments for NBM will be reviewed and at the discretion of the Board Chair, with review and approval by the Vice Chair and Secretary before considered final.
3.
First time NBMs selected will receive official notification of their appointment from the Board Chair via email or phone, with subsequent years shared via their committee chair.
4.
A formal submission for committee service is not required of NBMs who wish to serve an additional second or third year in a three (3) year term but will be required after a one-year hiatus for consideration and review.
5.
New NBMs will be invited to attend a brief orientation to outline expectations, responsibilities and their role within the broader committee, board and ECUAA structure.
D. Expectations.
A non-board member serving on a committee shall have none of the obligations of elected board Directors but are expected to adhere to the following expectations to remain in good standing:
- Sign and adhere to the ECUAA Volunteer Code of Conduct
- Attend all committee meetings to the best of their ability, or notify the chair of any scheduling conflicts in advance
- Respond to all emails and requests sent by committee leadership and staff partners
- Actively contribute to the committee’s goals and assigned tasks including participating in committee projects and initiatives
- Support ECUAA events and volunteer opportunities whenever possible
- Represent ECU and the ECUAA in a positive and professional manner
- Attending board meetings is not required of NBMs but they may be invited to attend all or part of a board meeting when topics involve their respective committee is on the agenda. An invitation will be extended to all NBMs to the fall meeting annually, with their attendance being optional. The fall meeting agenda will be planned to ensure NBM attendance does not interfere with confidential board or committee business.
Article VIII: Amendment
These bylaws may be amended at any meeting of the Board of Directors, as outlined in Article VI, or using a virtual meeting, by a majority vote of the Board of Directors present, provided that seven (7) days’ notice of the proposed amendment is given to each Board Member by email. Notice shall be deemed given at the time the email message is sent.
Article IX: General Provisions
Section 1. Fiscal Year.
The fiscal year shall be twelve (12) calendar months ending on June 30.
Section 2. Rules of Order.
The rules contained in the current edition of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, and any special Rules of Order the Association may adopt. The Chair of the Association may appoint any current Director to the role of parliamentarian.
Article X: Indemnification
The Association shall have the power to indemnify any present or former elected Directors or ex-officio Directors for expenses and costs actually and necessarily incurred by the Directors in connection with the defense, settlement, or resulting judgment of any pending or threatened action, suit, or proceeding to which the Director is made a party by reason of the member being or having been such Director, except in relation to matters as to which the Director shall be finally adjudged to be liable of willful misconduct amounting to bad faith. Such indemnification shall be available only after all insurance purchased by the ECU Foundation, the governing body of the Association, has been exhausted; provided that, prior to such indemnification, the Board shall, by appropriate resolution, find that after such indemnification there would still be sufficient funds available for the ECU Foundation to meet operating expenses of the Association.
- ADOPTED: November 20, 2004
- Revised February 18, 2006
- Revised April 5, 2008
- Revised April 21, 2012
- Revised February 6, 2015
- Revised April 25, 2015
- Revised February 5, 2016
- Revised June 21, 2016
- Revised April 27, 2018
- Revised September 28, 2018
- Revised September 20, 2019
- Revised January 24, 2020
- Revised April 30, 2021
- Revised April 14, 2023
- Revised April 19, 2024
- Revised January 24, 2025
- Revised April 25, 2025
- Revised January 30, 2026