University at Buffalo (UB)
The name of this organization is The University at Buffalo Engineering and Applied Sciences Alumni Association (the EAA).
The EAA is a volunteer-led organization established to:
The goals of the EAA are as follows:
a. bring practical, real-world engineering into the classroom through alumni lectures;
b. support and mentor students;
c. continue cultivating the arts and sciences of engineering on a worldwide basis; and
d. place or employ EAA Members when given the opportunity.
The EAA is empowered to represent the interest of all SEAS alumni no matter where they reside. The EAA, in concert with UB and SEAS, may provide programs, scholarships, communication, fellowship, advocacy, and any other appropriate activity in pursuit of its mission and goals.
The EAA has Alumni/ae Members, Student Members, and Honorary Members (collectively EAA “Members”).
Alumni/ae Members. Alumni/ae members include all persons who have graduated from UB SEAS.
Honorary Members. Honorary members include non-Alumni/ae members who have made substantial contributions of time, effort, money, or resources to UB SEAS. Honorary members must be approved by a 2/3 vote of the Board of Directors. The following are automatic Honorary EAA members for the duration of their terms in these positions (and do not require a vote by the Board of Directors):
a. Dean of UB SEAS;
b. UB Provost;
c. UB President; and
d. members of UB SEAS alumni relations staff.
Student Members. Student members include students who have completed a minimum of 50% of their chosen UB SEAS degree.
Generally. EAA assets will be used exclusively to promote the EAA goals as stated in Article 2 of these Bylaws. All disbursements of EAA funds must be approved by a member of the Executive Committee. Disbursements of EAA greater than $1,000 must be approved by a majority of the Executive Committee. Upon dissolution of the EAA, all assets must be distributed to UB SEAS through the University of Buffalo Foundation, Inc.
Fiscal Year. The fiscal year for the EAA will be aligned with UB’s (July 1 to June 30).
Generally. The EAA is governed by a Board of Directors together with an Executive Committee, subject to these Bylaws. The EAA will manage its affairs in consultation with the Dean of SEAS, the Dean’s representative, and any alumni coordinator designated to liaison with the EAA.
Annual Report. The President will make an annual report at the end of each fiscal year which includes an annual financial statement from the Treasurer.
Responsibilities. The Board of Directors is responsible for the control and management of the affairs, property, and interests of the EAA, and may exercise all of the powers of the EAA, for the good of the EAA. The Board of Directors may delegate the EAA’s day-to-day business activities to the Executive Committee. Each Director will demonstrate a strong interest and concern for the welfare of all members of the EAA and UB.
Election to the Board of Directors. Any EAA Member is eligible for election to the Board of Directors, subject to any restrictions in these Bylaws. Potential new Directors must be approved and elected into a term (full or partial) by a majority of the existing Board of Directors.
Board Size. The Board of Directors must comprise of at least nine and no more than twenty-one Directors.
Term Lengths and Limits. A full term as a Director is three years (unless extended by election to the Executive Board as described in Articles 8 and 11), beginning on the first day of the fiscal year (July 1). Each Director may serve a maximum of two consecutive full terms. Partial terms are not counted against this limit. A former Director having served two consecutive full terms may rejoin the Board of Directors two years after the conclusion of their most recent full term. Additional terms may be allowed as authorized by a majority vote of the Executive Committee.
Partial Terms. A partial term is the remainder of a full term that has been vacant or was vacated mid-term by the elected Director. An EAA Member may be elected to a partial term or terms consecutively with a full or partial term.
Voting. Each Director is entitled to one vote on each matter appropriate for consideration by the Board of Directors. Corporate action to be taken by vote of the Board of Directors must be authorized by a majority of the votes cast. Any reference in these Bylaws to some other specified proportion of votes requires that action to be authorized by such proportion of the votes cast.
Committees. Each Director may be assigned by the President to chair one or more standing committees or ad hoc committees.
Conflicts of Interest. Each Director is responsible for continually disclosing every instance where the Director’s involvement in the EAA or UB activities may provide, or appear to provide, an opportunity for personal gain for the Director or a Director’s immediate family member. In each instance, such Director will abstain from voting on such matters.
Resignation. At any time, a Director may resign by tendering his or her resignation to the President. Resignation as a Director will also constitute resignation as a member of any committee of the Board.
Removal. The Executive Committee may warn a Director who does not attend two consecutive Board of Directors meetings or does not otherwise actively represent the interests of the EAA. The Executive Committee may request the resignation of any Directors who are failing in their responsibilities as a Director. A Director may be removed at any time by the affirmative vote of two-thirds of the Board of Directors. The Director will be allowed to participate in the meeting, vote, and he or she may present a written position statement.
Donor Status. Directors will make a yearly financial donation, of any amount, to UB or UB SEAS.
Indemnification. Each Director, whether or not then in office, and any person whose testator or intestate was such a Director, will be indemnified by the EAA for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeal therein, whether civil, criminal, administrative or investigative in relation to the EAA. However, the EAA will only provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a Director only if such action or proceeding (or part thereof) was authorized by the Board of Directors.
Formation. The Board of Directors will elect from its Directors a President, Vice President, Secretary, and Treasurer (each, an Executive). Executive candidates may be nominated by the Board of Directors or EAA Members. The President, Vice President, Past President, Treasurer, and Secretary serve together in the capacity of an Executive Committee, which manages day-to-day activities and affairs of the EAA.
Term Length. The term of office for the President, Vice President, Treasurer, and Secretary is three years, or in the case of a vacancy, until a successor is elected at the next scheduled election. An Executive’s term as Director is automatically extended to the length of the term of the Executive’s office and counts as a full term for the purpose of Director term limits.
Removal. The Board of Directors may warn an Executive who does not attend two consecutive Board of Directors meetings or does not otherwise actively represent the interests of the EAA. The Executive Committee, by a majority vote of the Executive Committee, may request the resignation of any Executive who is failing in their responsibilities as an Executive. An Executive may be removed at any time by the affirmative vote of two-thirds of the Board of Directors. The Executive will be allowed to participate in the meeting, vote, and he or she may present a written position statement.
Resignation. At any time, an officer may resign by tendering his or her resignation to the President. The President may resign by tendering his or her resignation to the Board of Directors.
Responsibilities. The President assumes the responsibilities of Chief Executive Officer of the EAA and has the general powers and duties of supervision and management of the EAA. The President will perform all other duties pertaining to the office or are properly required by the Board of Directors. The President will preside at all meetings of the Board of Directors. Additionally, the President or his or her designee shall be the EAA’s representative to the University at Buffalo Alumni Association. The President may, at his or her discretion, establish any ad hoc or special committees to discharge such duties as deemed necessary for the good of the EAA.
Vacancy. In the event of a vacancy in the office of President, the Vice President will serve as interim President until a new President is in office.
Responsibilities. The Vice President manages the affairs of the EAA in the President’s absence. The Vice President has such powers and may perform such duties as properly required by the Board of Directors.
Responsibilities. The immediate Past President will continue to serve as a Director for one year after the conclusion of his or her term as President.
Vacancy. In the event of a vacancy in the office of Past President, the President may appoint any person who had previously completed a term as President to complete the vacated position of Past President, subject to a vote of approval by the Board of Directors.
Responsibilities. The Treasurer acts as the chief fiscal officer of the EAA, creates and monitors an annual budget, and maintains an accurate account of all financial transactions of the EAA. The Treasurer will promptly deposit all funds as designated by the Board of Directors. At all Board of Directors meetings, the Treasurer will report on the state of the finances of the EAA and will perform such other duties as requested by the Executive Committee.
Responsibilities. The Secretary will record and distribute the minutes of all Executive Committee and Board of Directors meetings. The Secretary will give reasonable notice of meetings to the Board of Directors. The Secretary will also maintain Director attendance in each meeting minutes.
Timing. Elections for vacant Director or Executive Committee positions may occur at any time. Elections for occupied Director or Executive Committee positions may also occur at any time, however, the term of the elected Director or Executive Committee member will begin on July 1 after the election.
Board of Directors. Candidates for a Director position must be approved by a majority vote of the current Board of Directors.
Executive Committee. Elections for Executive Committee positions shall be dispersed along a three year cycle so that in year one, the President and Vice President are elected and Past President appointed, in year two, the Secretary elected, and year three, the Treasurer elected. Candidates for an Executive Committee position must be approved by a majority vote of the current Board of Directors.
The Dean of the UB SEAS will appoint a member of the faculty or staff who shall be the liaison between the school and the EAA. This University Liaison is an ex-officio nonvoting member of the Board of Directors. Ex-officio non-voting members will be given notice of all Board of Directors meetings. Ex-officio members are not counted for the purpose of a quorum, cannot vote, and do not have any liability with respect to any action taken by the Board of Directors.
Committee Business. Committees may conduct their own business and are encouraged to schedule their own closed meetings as needed. Members of the Executive Committee are free to attend committee meetings and should be notified of standing or special committee meetings. The Executive Committee will have final approval of committee business, expenditures, and activities. In the interest of the furtherance and future stability of the EAA, committee chairs may encourage EAA Members to participate in committees.
Committee Formation. The Executive Committee has authority to establish and disband such additional committees.
Organization. The Executive Committee may authorize the formation of satellite chapters for various geographical regions. The EAA will organize and manage activities, promote coordination and interaction with, and support the formation of satellite chapters.
Formation. New prospective satellite chapters must petition the EAA to be recognized. A new satellite chapter must have at least five interested EAA Members. Each prospective satellite chapter must designate, at the least, a chapter leader in its petition.
Naming. Each satellite chapter may use the EAA’s name in conjunction with a regional name, which shall not be adopted without prior consent of the Executive Committee.
The Board of Directors will conduct EAA business as often as it deems necessary, however no business shall be conducted unless a quorum (a majority of the elected Directors) is present. At a minimum, quarterly business meetings should be held to transact EAA business. Electronic voting on business shall be deemed permissible where the Executive Committee deems it appropriate.
The Historian keeps an accurate accounting of all EAA activities and compiles an ongoing history of the EAA. The Historian is appointed by the Executive Committee at the Executive Committee’s discretion.
These Bylaws may be amended by a two-thirds majority vote of the Board of Directors conducted not less than ten days after receiving a written notice of the proposed amendments.
These Bylaws are in effect as of May 13, 2018 and supersede all previous constitutions and bylaws, except to the extent that any previous set of bylaws or constitution will be controlling for any act or matter occurring during its effect, unless otherwise provided herein.