Bylaws of the
University of Virginia
Asian and Asian Pacific American Alumni Network
(Last Amended January 5, 2022)
ARTICLE I: MISSION
The mission of the University of Virginia Asian and Asian Pacific American Alumni Network (“AAPAAN” or “Network”) shall be: “To provide an Asian and Asian Pacific American alumni network that builds and supports connections with the University of Virginia community.”
ARTICLE II: OFFICES
Section 2.1. Principal Office. The principal office of AAPAAN shall be at Alumni Hall, Emmett Street, Charlottesville, VA. Alumni Hall will help provide logistical and strategic support to the Board.
ARTICLE III: Board of Directors
Section 3.1. General Powers. The business and affairs of the Network shall be managed by the Board.
Section 3.2. Numbers and Terms. The Board shall consist of, at minimum, Chair, Secretary, Treasurer, and committee chairs to oversee the primary activities of AAPAAN. The Board shall elect its Board Members to a term of three years. The Board term will begin in July commensurate with the Alumni Hall fiscal year.
Section 3.3. Nomination Process. The nomination process will be conducted by the immediate past Chair or the nomination committee chairperson as selected by the Chair. Nominations will be solicited at the annual Fall meeting, nominees will be contacted by the immediate past Chair or the nomination committee informed of Board responsibilities and the application process. The committee will vote on nominees at the spring Board meeting.
Section 3.4. Student Members. The Board may include two student members who will serve in a nonvoting capacity for one-year terms. The two students shall be selected by the Asian Leadership Council and the Asian Student Union, or the recognized Asian student organizations as the Board may designate. Student members shall serve in an at-large capacity and shall not be eligible to hold other positions on the Board.
Section 3.5. Representation by the Office of the Dean of Students. The Board may include in an ex officio, non-voting capacity the Assistant Dean of Students, who coordinates concerns related to Asian and Asian Pacific American students or such representative for the University.
Section 3.6. Annual Meetings. The annual meetings of the Board shall be held on the final Saturday in April and on the Saturday of Homecomings Weekend of each year, or at such other time as the Board may determine. The time and place of the annual meetings shall be specified in the notices of the meetings.
Section 3.7. Regular or Special Meetings. Regular or special meetings of the Board may be held at such times and places as may be fixed from time to time by action of the Board of Directors. The business to be transacted at any regular meeting of the Board shall not be limited to the matters set forth in the notice of the meeting.
Section 3.8. Notice of Meetings. Notice of each annual, regular or special meeting of the Board shall be given to each member by email or at his or her residence or usual place of business not later than 15 calendar days, or for special meetings, 24 hours before the time at which the meeting is to be held. Notices shall state the time and place of the meeting and the business to be transacted or the purpose(s) of the meeting.
Section 3.9. Organization of Meetings. At each meeting of the Board, the Chair or, in his or her absence, the Vice Chair or a director chosen by Chair, shall act as Chair. The Secretary of the Board shall keep a written record of the meeting.
Section 3.10. Quorum and Manner of Acting. One-third of the number of Board Members in office shall constitute a quorum for the transaction of business. Board Members present by live conference call or telephone to the meeting shall count toward establishing a quorum. The act or decision of a majority of the members at any meeting at which quorum is present shall be the act or decision of the Board. After a quorum has been established at a meeting, the subsequent withdrawal of members present to fewer than the number required for quorum shall not affect the validity of any act or decision made by the Board at the meeting. A majority of the members present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place from time to time until a quorum is achieved. The members shall act only as a Board, and the individual members shall have no powers as such.
Section 3.11. Action by Members without a Meeting. Any action that may be taken at a meeting of the Board or of a committee established by the Board may be taken without a meeting so long as written consent of the Board members or committee members is secured before or after the action.
Section 3.12. Compensation. Officers, Board Members and Members of all committees shall receive no compensation for services rendered in their capacities as Board Members or committee members.
Section 3.13. Appointment of Committees. The Board shall have authority to appoint committees to fulfill the business of the Network.
Section 3.14. Removal from Board. Any Board Member may be removed by resolution declaring such removal to be in the best interest of the Network and adopted at an annual, regular, or special meeting of the Board by a two-thirds majority vote. A Board Member shall be removed from the Board upon missing 4 consecutive annual/regular meetings of the Board.
ARTICLE IV: OFFICERS
Section 4.1. Officers. The officers of the Board and Network (“Officer(s)”) shall be a Chair, a Vice Chair, a Secretary, and a Treasurer and together form the Executive Committee of the Board. The Officers shall perform duties as provided by the Network Bylaws. While the Board is not in session, the Executive Committee shall have and exercise all of the authority of the Board in the management of the business and affairs of the Network, subject to any limitations upon its authority that the Board may impose. In no event shall the Executive Committee have authority to approve amendments to the bylaws of the Network, the disposition of any property and assets of the Network, or the dissolution of the Network.
Section 4.2. Election, Term of Office, and Qualifications. Officers shall be elected for a two-year term by the Board at the annual meeting convened. Each Officer shall hold office until his or her successor has been elected and taken office. All Officers shall be selected from among the Board Members. A Board Member shall not serve for more than two consecutive terms as the Chair.
Section 4.3. Removal from Office. Any Officer may be removed by resolution declaring such removal to be in the best interest of the Network and adopted at an annual, regular, or special meeting of the Board by a two-thirds majority vote.
Section 4.4. Resignation from Office. Any Officer may resign at any time by giving written notice to the Board, President, or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified in the written notice. Unless otherwise specified, acceptance of such resignation shall not be necessary to make it effective.
Section 4.5. Vacancies or Absences. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be appointed for the unexpired portion of the term by the Executive Committee from among the Board Members. When any Officer of the Network is absent or unable to act, the Chair may by written order, or the Board may by resolution, delegate the powers of such Officer to any other Officer.
Section 4.6. Chair. The Chair shall, when present, preside at all meetings of the Board. He or she shall perform such duties and have such powers as described in the bylaws and as the Board may prescribe.
Section 4.7. Vice Chair. The Vice Chair shall perform such duties and have such powers as described in the bylaws and as the Board or the Chair may prescribe. If the Chair is absent or unable to act, the Vice Chair shall exercise all the functions and perform all the duties of the Chair.
Section 4.8. Secretary. The Secretary shall act as secretary of all meetings of the Board; shall keep the minutes thereof; shall see that all required notices are duly given and served; shall coordinate all official mailings or execution of documents for the Network; shall coordinate communications with alumni; and shall maintain and update as necessary all books, records, and papers of the Network. The Secretary shall perform such duties and have such powers as described in the bylaws and as the Board or the Chair may prescribe.
Section 4.9. Treasurer. Except as may otherwise be provided specifically by the Board or any duly authorized committee, the Treasurer shall have the custody of and be responsible for all finances of the Network; shall receive and provide receipt for any money paid to the Network; deposit all such monies in the name of the Network in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these bylaws; and shall enter or cause to be entered in books to be kept by him or her under his or her direction full and adequate accounts of all money received and paid for the account of the Network. The Treasurer shall perform such duties and have such powers as described in the bylaws and as the Board or the Chair may prescribe.
ARTICLE V: CONDUCT OF BUSINESS
Section 5.1. Execution of Contracts and Other Documents. Except as otherwise required by law or these bylaws, the Board or any duly authorized committee may authorize any officer(s) or agent(s), on behalf of the Network, to enter into any contract or execute any deed or other instrument, and any such authority may be general or confined to specific circumstances.
Section 5.2. Checks, Drafts, Etc. All checks, drafts, and other orders for payment of money out of the funds of the Network shall be signed on behalf of the Network in such manner as shall be determined by these bylaws or by resolution of the Board or any duly authorized committee of the Network. Copies of all checks, drafts, and other orders for payment of money out of the funds of the Network shall be provided to the Treasurer.
Section 5.3. Deposits. The funds of the Network not otherwise employed shall be deposited in such banks, trust companies, or other depositaries as the Board or any duly authorized committee may select, or as may be selected by an officer(s) or agent(s) of the Network to whom such power may be delegated by the Board or any duly authorized committee.
Section 5.4. Fiscal Year. The books of account of the Network shall be kept and annual financial statements shall be prepared on the basis of a calendar year or other fiscal year to be determined by resolution of the Board.
ARTICLE VI: AMENDMENTS
Section 6.1. By the Board Members. The Board by a majority vote thereof shall have the power to make, alter, amend, or repeal the Bylaws at any annual, regular, or special meeting thereof.
APPENDICES
A Affinity Interest Group: Proposed Model (March 29, 1999, University of Virginia Alumni Association)
B Board Structure of the Asian and Asian Pacific American Alumni Network (April 19, 1999)
C Redline of Amendments of Bylaws (October 4, 2014)
Amendment History
At the May 2011 meeting in Falls Church, Virginia, the Board approved the following amendments:
- Added Section 3.15 which read:
Removal from Board. Any Board Member may be removed by resolution declaring such removal to be in the best interest of the Network and adopted at a regular or special meeting of the Board by a two-thirds majority vote.
- Amended Section 4.3 in the following manner:
Section 4.3. Removal from Office. Any officer may be removed by resolution declaring such removal to be in the best interest of the Network and adopted at a regular or special meeting of the Board by a two-thirds majority vote.
At the October 4, 2014 meeting in Charlottesville, Virginia, the Board approved various amendments.
At the October 28, 2017 meeting in Charlottesville, Virginia, the Board approved an amendment to Section 3.2 to allow non Alumni to serve on the Board.