AUSAA Constitution and By-Laws

The Constitution

Article I. Name and Authorization
The name of this Association is the American University of Sharjah Alumni Association, hereinafter referred to in this Constitution and By-laws as the “Association,” or as “AUSAA.” This Constitution and By-laws, developed in conjunction with the alumni of the American University of Sharjah, were approved by the Trustees of the American University of Sharjah on February 22, 2009.

Article II. Location
The principal office and place of business of the AUSAA is the American University of Sharjah, Sharjah, United Arab Emirates.

Article III. Purpose
The AUSAA’s purpose is to connect and reconnect graduates with the University through powerful experiences and meaningful communication in order to provide multi-faceted support for the University.
The AUSAA assists alumni in fulfilling their responsibility to enhance the growth and development of the American University of Sharjah. Alumni represent one of the four key elements in the University, as central to the life of the University as faculty, students, and staff. The AUSAA is the primary means by which AUS alumni participate in and contribute to the ongoing life of the American University of Sharjah.
A strong, vital Association provides the framework to facilitate the recruitment of alumni talent and resources, to support the achievement of University objectives, to represent alumni interests and concerns, and to recognize alumni contributions to the University community, the United Arab Emirates, and the world.

Article IV. Operational Guidelines
The AUSAA shall abide by all rules and regulations set forth by the Board of Trustees of the American University of Sharjah, operating within the law of the United Arab Emirates and the Emirate of Sharjah. With the approval of this Constitution the Board of Trustees establishes this Association, retaining full authority to modify the operation of the AUSAA in the future as the members of the Board of Trustees may decide.

Article V. Membership

Section 1. Requirements for Membership
Any person who has graduated from the American University of Sharjah shall be considered a member of the AUSAA.
Additionally any person who has earned a minimum of 75 undergraduate credits or 18 graduate credits from AUS and who has not attended AUS for three years from the date of their last course completed at the University may apply to a Supplementary Membership Alumni ID card with an annual fee.

Section 2. Honorary Membership
Any person who has made substantial contributions to the welfare of the University, its alumni, or the AUSAA may be awarded an honorary membership to the AUSAA by vote of its Board.

Section 3. Chapters
The AUSAA shall be organized into groups based upon year of graduation and current residence. Such organized groups, hereafter referred to as a “chapter,” will be established in accordance with the By-laws and approved by the AUSAA and the Office of Advancement and Alumni Affairs (OAAA) in accordance with the procedures established in the By-laws.

Article VI. Council

Section 1. Powers and Duties
The Council of the AUSAA shall be composed of representatives of all chapters of the Association and shall have the duty of implementing the purposes of the AUSAA as set forth in Article III hereof. The members of the Council shall elect the members of the AUSAA Board on the recommendation of the Nominating Committee of the Association as outlined further below.

Section 2. Council Representatives - General
All representatives of duly constituted and recognized chapters operating in accordance with guidelines set forth by the AUSAA Board and approved by the Council and the OAAA shall be members of the Council. These shall include, but shall not be limited to all members of the Board, leaders of alumni class, regional geographic organizations, and such other relevant organizations as may be deemed appropriate by the AUSAA Board and approved by the Council and the OAAA.
Student representatives, one from each class, selected by their peers, shall be represented on the Council. Additional Council members ex officio shall include the Chancellor, Executive Director of Advancement and Alumni Affairs and the Director of Alumni Relations or a designee. Each ex officio representative shall serve in this capacity during the term of office in which ex officio status as a representative is based.
Members of the Council are expected to act in an ethical manner that positively represents the University, its vision, mission, and objectives.

Section 3. Representatives – Classes
Each class that has graduated from AUS shall be entitled to one Council representative and shall be residing in UAE. It is expected that this representative shall be the leader of the class who shall serve in this representative role for two years (to be the same as the serving term of the AUSAA board with the possibility of one additional two-year term. These representatives shall be selected by the class in a process defined by the By-laws).

Section 4. Representatives – Regional Chapters
Each AUS regional chapter area will be entitled to one Council representative when chartered by the Board and approved by the Council and the OAAA. For regions with larger alumni populations, the Board, with the approval of the Council and the OAAA, may include additional representatives.
It is expected that these representatives shall be the leaders of the regional chapter who shall serve for a term of two years, with the possibility of one additional term. These representatives shall be selected by the chapter in a process defined by the By-laws.

Section 5. Representatives – Other
The Board, with the consent of the Council and the OAAA, may from time to time approve chapters based on affiliations other than classes and region. Such chapters will be added in a manner consistent with the process used for class and regional chapters.

Section 6. Representatives-At-Large
In order to ensure broad representation on the Council, the AUSAA Board in consultation with the OAAA shall determine if and when additional representatives are needed. In those circumstances the AUSAA Board will invite AUS alumni whose perspective is important to the Council’s work to serve a two-year term on the Council as At-Large representatives.
The Representatives-At-Large process shall be used to ensure that Council representation shall never fall below twenty-five graduates.
All AUSAA Board past presidents shall be considered as honorary council members and shall be granted voting rights in cases where the Council quorum need to be completed.

Section 7. Conduct
Members of the Council are expected to act in an ethical manner that positively represents the University, its vision, mission, and objectives.

Article VII. The Board

Section 1. Powers and Duties
The AUSAA Board shall serve as the executive committee of the Council and in that role shall govern the AUSAA and oversee policy implementation and priorities in accordance with the Constitution and By-laws. The Board shall have the power to recommend to the Council the adoption, alteration, or amendment of the Association's By-laws with the approval of the OAAA, who shall act for the Board of Trustees in these matters. The Board shall perform such other functions as the Council may require and approve.

Section 2. Membership
The Board shall consist of seven members: President, Vice President, Executive of the Council, Treasurer, Executive of Administration, Director for Alumni Affairs or a designee, and immediate Past President, all of whom shall be voting members of the AUSAA.

Section 3. Policies
AUSAA Board members shall maintain the By-laws on behalf of the Council, recommending to the Council any changes or modifications necessary for the effective operation of the AUSAA. The By-laws shall set forth the policies and procedures for the establishment and operation of the chapters of the AUSAA. The By-laws shall be regularly reviewed and may be revised by the Council on the recommendation of the Board and with the approval of the OAAA who shall act for the Board of Trustees in these matters.
The Board shall have the authority to grant charters to chapters pursuant to criteria set forth in the By-laws and with the approval of the Council and the OAAA.

Section 4. Conduct
Members of the Board are expected to act in an ethical manner that positively represents the University, its vision, mission, and objectives.

Article VIII. Officers and Representatives

Section 1. Requirements
AUSAA Board members and Council representatives must be graduates of the University and shall have such powers and perform such duties as defined in this Constitution and the By-laws.

Section 2. Terms of Office
The term for members of the AUSAA Board shall be two years. Terms of office shall begin on June 1 following an election by the Council held during the spring semester. All Board members, are limited to two consecutive terms in any Board position;. Individuals who serve on the Board in one office for one or two terms may be elected to either the President or Vice-Presidential office even if that should extend their term of service to more than four years.
Council representatives shall serve for two years and may be reappointed for one additional term. Representatives shall be elected in a manner consistent with the charter of their chapter.

Section 3. Resignation
Any AUSAA Board member or Council member may resign by giving written notice to the President of the Board. The President’s resignation shall be tendered to the Vice President. Resignations tendered shall take effect at the time specified.

Section 4. Removal
A simple majority vote of the members of the Board shall be required to initiate the process of removing a member of the Board or a representative of a chapter from office prior to the expiration of the term for which that member has been elected or appointed. Removal from office shall be limited to acts violating the Constitution and/or By-laws, or behavior deemed unethical and contrary to the best interests of the University as determined by a majority vote of the Board and confirmed by the Council.
A simple majority vote of the members of the Board shall be required to initiate the process of removing a member of the Council prior to the expiration of the term for which that member has been elected or appointed. Removal from office shall be limited to acts violating the Constitution and/or By-laws, or behavior deemed unethical and contrary to the best interests of the University as determined by a majority vote of the Board and confirmed by the Council.

Section 5. Vacancies
A vacancy in any office except that of President (a circumstance addressed in Section 7), whether due to resignation or any other cause, may be filled for the unexpired portion of the term of that office by a candidate selected and voted upon by the AUSAA Board. In case of a tie, the President’s vote shall be determinative. Should more than one vacancy on the Board exist at any one time, the Council will fill the available vacancies.

Section 6. Duties of Office—President
The President shall be responsible to the AUSAA Board and shall recommend, in consultation with the Board, additional committees and shall nominate members of the AUSAA Board committees provided for in the Constitution and By-laws. Confirmation of these nominations shall be by a simple majority vote of the Board, with the approval of the Council and the OAAA.
The President shall preside over all meetings of the Council and the AUSAA Board and shall be an ex officio voting member of all committees. The President shall represent the AUSAA in the University community, or designate other persons to represent the Association as necessary. The President, in partnership with the Director for Alumni Affairs or a designee, shall set annual goals for the AUSAA, propose a plan for meeting these annual goals, and organize the agenda of the Council and the AUSAA Board in a manner consistent with meeting these objectives.

Section 7. Duties of Office—Vice President
In the absence or disability of the President, the Vice President shall have the powers and duties of the President. In the event of a vacancy in the Office of President, the Vice President shall succeed to that office for the unexpired portion of the term. A Vice President who has succeeded to the office of President in this manner may stand for election to a full term as President in the next election cycle.
The Vice President will work with the Director of Alumni Affairs or a designee to review and make recommendations concerning applications for new chapters and charter renewals for existing chapters. The Vice President shall review, on behalf of the AUSAA Board, the annual plans for each chapter. The Vice President shall have general duties as may be assigned from time to time by the AUSAA Board.

Section 8. Duties of Office—Executive of the Council
The Executive of the Council shall be responsible for managing official communications for the AUSAA, the chapters, and members. The Executive of the Council, working in cooperation with the Director of Alumni Affairs or a designee, shall be responsible for identifying and recommending alumni volunteers for the OAAA.

Section 9. Duties of Office—Treasurer
The Treasurer shall maintain accurate, up-to-date records of the AUSAA’s funds and shall report on budget results at the end of each fiscal year. The Treasurer shall assist the Director of Alumni Affairs or a designee in preparing and managing the annual budget of the AUSAA.

Section 10. Duties of Office—Executive Administrator
The Executive Administrator shall ensure that minutes are kept of the meetings of the Council and AUSAA Board and shall oversee the keeping, preparation, and filing of all other records required by the policies of the AUSAA. The Executive Administrator shall in general perform all duties incidental to the office of an administrative coordinator including such duties as may be assigned by the AUSAA Board.

Section 11. Meetings
The Council shall meet in person at the University no less than annually and at other times by call of the Board. The AUSAA Board shall meet in person at the University no less than three times annually and may meet at other times as the Board deems necessary.

Section 12. Quorum
A majority of the voting members of the Council and the AUSAA Board shall constitute a quorum for the transaction of business at any meeting of the Council or Board. If less than a majority of the Council or Board is present in person at a meeting, a majority of the AUSAA Board present may adjourn the meeting without further notice.
Council members of international geographical chapters, may vote in absentia or through a designee.

Article IX. Committees

Section 1. General Committees
The AUSAA Board shall recommend as many additional committees as may be desirable in advancing the program and goals of the AUSAA. Each such committee shall exercise such powers and perform such duties as may be prescribed by the AUSAA Board. In no case shall such committees have powers that are not authorized for committees under this Constitution or By-laws.
The Director of Alumni Affairs or a designee shall serve on all committees, ex officio, with full membership privileges. The Council and AUSAA Board shall review annually the composition and duties of all committees.

Section 2. Standing Committees
There shall be the following standing committees:

• A Committee on Nominations chaired by the Past-President and consisting of a total of seven members including the chair, to be selected by the AUSAA Board in consultation with the OAAA from among the AUSAA Board, Council, or AUSAA membership, who are not candidates for the positions under consideration. The Director of Alumni Affairs or a designee shall staff the committee’s operation. This committee shall present bi-annually a slate of candidates for AUSAA Board positions for election by the Council.
• A Committee on Finance chaired by the Treasurer of the Board and consisting of three or more members of the Council, AUSAA Board, or Association who shall review the budget of the AUSAA and then present the AUSAA budget to the Council and Board for approval. The Director of Alumni Affairs or a designee shall staff the committee’s operation.
• A Committee on the Council chaired by the Executive of the Council and consisting of three or more members of the Council, AUSAA Board, or Association who shall work to set the objectives of the annual meeting of the Council and ensure that this meeting achieves these objectives. In addition, this committee shall present to the Council a slate of candidates for election as Representatives-At-Large as required. The Director of Alumni Affairs or a designee shall staff the committee’s operation.

Section 3. Committee Reports
All committees shall file written reports with the Board no less than annually; these reports shall be shared will all members of the Council.

Article X. Elections

Section 1. Elections of Representatives and Officers of the Board
OAAA, in cooperation with the AUSAA Board, will administer and facilitate the election of representatives to the Council. In keeping with the provisions of this Constitution, membership on the Council shall include one representative from each AUSAA chapter.
In the spring semester of all even-numbered years at a meeting held on campus, Council representatives will elect five new members of the Board, namely the President, Vice-President, Executive of the Council, Treasurer, and Executive Administrator, from a slate proposed by the Nominating Committee in accordance with the Association’s By-laws. On the following June 1st, newly elected AUSAA Board members will take office and will serve a term in office as specified in this Constitution.

Article XI. By-Laws
The conduct of the affairs of AUSAA, its Council and its Board shall be governed by a set of By-laws, not inconsistent with this Constitution, which may be amended from time to time in accordance with the provisions thereof.

Article XII. Amendments

Section 1. Amendment
Amendments to this Constitution may be recommended by the Council or the Board, but must have the approval of the Council, the Board, and OAAA before being forwarded to the Board of Trustees of the University for final approval.

Article XIII. Language

Section 1. Official Language
The official language of the AUSAA shall be English. All business shall be conducted in English.
In the event of any ambiguity or conflict in the interpretation of the provisions of this Constitution and By-laws of the AUS Alumni Association, the decision of the University Chancellor acting on behalf of the Board of Trustees shall be final and binding.

Article XIV. Regulations of Meetings
All meetings of the AUSAA Board, Council, and Committees shall be governed by Robert’s Rules of Order.

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By-Laws

Article I. General

Section 1. Name
The official name of this Association is the American University of Sharjah Alumni Association, hereinafter referred to as the AUS Alumni Association or AUSAA.

Section 2. Affiliation
The AUSAA is an integral part of the American University of Sharjah, authorized by the American University of Sharjah Board of Trustees. The Board of Trustees retains full authority to modify the operation of the AUSAA at any time as the members of the Board of Trustees may decide. The AUSAA shall abide by all rules and regulation set forth by the AUS Board of Trustees, the Constitution, and these By-laws.

Section 3. Use of Corporate Identity
The use of the AUSAA’s corporate identity—including, but not limited to, using its name, logo, seal, or any media item that relates to the AUSAA whether explicitly or implicitly—shall be governed by the AUSAA Board. No member or committee shall use the Association’s name without prior written approval from the Board.

Section 4. Offices
Offices for the AUSAA shall be located as part of the Advancement and Alumni Affairs on campus and shall be available for the conduct of official AUSAA business in a manner consistent with the policies and procedures governing University facilities.

Section 5. Financial Year
The Association’s financial year shall be concurrent with that of the University as outlined in the University’s financial policies.

Article II. Membership

Section 1. Membership
All those who satisfy the conditions listed and specified in the Constitution shall be considered members of the AUSAA. Only members who have graduated from the University shall be allowed to nominate, vote or serve as Council or AUSAA Board members.

Section 2. Supplementary Membership
Members of the AUSAA may file for Associate Membership for their family members and friends; Associate Members shall benefit from the resources and privileges granted to members, except as outlined in Section 1 above. Associate membership may be granted by action of the Board; a membership fee may be assessed.

Section 3. Registration
The Director of Alumni Affairs or a designee shall keep the official records of all AUSAA members. These records shall be available for all official use by the University, the Council, AUSAA Board and Committees.

Article III. Council and Board

Section 1. Authority
The Council and AUSAA Board shall govern the Association’s affairs as outlined in the Constitution and these By-laws. The Council shall act as the governing body of the AUSAA, which shall act as the executive authority of the Association. The AUSAA Board shall have full authority to act on behalf of the Association as specified in the Constitution and By-laws. The AUSAA Board is charged with the responsibility of providing complete information to the Council on all matters affecting the operations of the AUSAA.

Section 2. Composition and Responsibilities
As outlined in the Constitution, the Council shall consist of the AUSAA Board and all those who represent chapters of the Association.
The AUSAA Board shall consist of the President, the Vice President, Executive of the Council, Treasurer, Executive Administrator, Director of Alumni Affairs or a designee, and the immediate Past President.

Section 3. Volunteer Committees and Elections – The Council
Each chapter of the AUSAA shall maintain a list of all individuals who have expressed a willingness to serve as volunteers for AUSAA. This group shall be known as the Chapter Volunteer Committee and shall be the group from which the Council representative is elected. Each Chapter is represented on the Council by at least one delegate. Chapters are granted official recognition by the Council on the recommendation of the AUSAA Board, as specified in these By-laws.
The charter of each chapter shall specify the process for selecting delegates to the Council; this process shall consist of an open nomination process and vote in which all members of the Chapter’s Volunteer Committee may participate. The call for nominations shall be announced by the OAAA no less than 15 days prior to the election process.

Section 4. Elections – The Board
The AUSAA Board is elected by the Council from a slate proposed by the Nominating Committee. The Nominating Committee may propose one or more than one member for each AUSAA Board position. The slate shall be sent to the Council at least sixty days prior to the meeting at which the election shall be held. Additional candidates may be proposed by members of the Council by written petition signed by at least five members of the Council and submitted at least thirty days prior to the election meeting. The AUSAA Board shall be elected at a meeting on campus by majority vote of the Council present and voting.
No Council member may vote in absentia (except for the International geographical Chapters representatives). If there are more than two candidates and no candidate receives a majority of the votes cast, a run-off vote shall be taken among the top two candidates.

Section 5. Eligibility for Council and Board
Only those Members who have graduated from the University will be allowed to stand for positions on the Council and Board.

Section 6. Vacancies
Any vacancy on the Board may be filled by a majority vote of the remaining members of the Board. Board members elected in this manner will serve out the remaining months of the term of the departed Board member. A member of the Board elected to fill a vacancy shall be eligible thereafter to be elected to a full term on the Board if nominated and elected pursuant to Section 4 of these By-laws.
Unless duly justified by written notification to the AUSAA Board, the absence of a member of the AUSAA Board for two consecutive AUSAA Board meetings shall be deemed a resignation that the Board may accept. If more than one officer position on the AUSAA Board is vacant, the vacant positions may not be filled by the Board but must be filled by vote of the Council upon the recommendation of the Nominating Committee.
Any vacancy on the Council shall be filled on a temporary basis by the AUSAA Board from among the members of the relevant chapter. The chapter shall be notified and expected to elect a new representative in due course in accordance with their customary election procedures.

Section 7. Transition Period for the Board
During the period between the election of the new AUSAA Board and the assumption of office of the new Board on June 1, the outgoing AUSAA Board shall preside over the operations of the AUSAA. The outgoing AUSAA Board shall be responsible for training the newly elected Board on the existing policies and procedures of the AUSAA.
The outgoing Board is to present the newly elected AUSAA Board with the AUSAA’s various liabilities and long-tern commitments to facilitate the handover.

Section 8. The Founding Process for the AUSAA Board
Prior to the start of the academic year 2009-10, the Chancellor, on behalf of the Trustees, shall appoint a Founding Board. The Founding Board shall consist of six members: President, Vice President, Executive for the Council, Treasurer, Executive Administrator, and the Director of the Alumni Affairs.
Officers of former AUS alumni associations (Presidents and Vice Presidents) may hold positions on the Council and may assume board leadership positions only after the third year of the operation of the AUSAA established by virtue of the present Constitution and By-laws.
The Founding Board shall meet no later than the end of the Fall semester of 2009 and shall continue in operation until the AUSAA council is formed and a new Board is elected following the procedures outlined in these Constitution and By-laws.

Article IV. Council

Section 1. Chapters
The AUSAA Board shall ensure that all classes and regions relevant and appropriate to alumni are organized into AUSAA chapters. Class organization shall begin with those classes at each school of the University still enrolled and continue throughout the life of members of each class. Regional chapters shall be formed as soon as a critical number of graduates, to be determined by the Board, Council and the OAAA, are identified in a particular city or region.
The Director for Alumni Affairs or a designee shall work closely with the Board in extending the reach and scope of the Council through the effective creation of AUSAA chapters. All chapters shall enjoy a single representative on the Council.

Section 2. Recognition
Class chapters shall be recognized immediately for all existing classes in an ongoing process; during the first year on campus, new class chapters shall be organized and recognized by the AUSAA Board on behalf of the Council and the OAAA.
Recognition will be considered complete when a document is submitted to and approved by the AUSAA Board that includes the names of those in the class chapter, the name of a class leader, and the names of the Chapter Volunteer Committee. The Volunteer Committee will be developed by soliciting participation from everyone in the class; the leader will be chosen by those on the Volunteer Committee in a secret ballot and in the case of a tie the leader will be chosen by lot.
Regional chapters shall be identified when three elements are presented to the Board, namely:

1. the names of those in the chapter
2. the name of the chapter’s first leader
3. the names of a leadership group

Recognition will be considered complete when a document is submitted to and approved by the AUSAA Board that includes the names of those in the regional chapter, the name of a regional leader and the names of the Chapter Volunteer Committee. The Volunteer Committee will be developed by soliciting participation from everyone in the region; the leader will be chosen by those on the Volunteer Committee in a secret ballot and in the case of a tie the leader will be chosen by lot.

Section 3. Council Representative Selection
Chapters shall identify their Council representative from the Volunteer Committee by simple majority vote. Voting may be done in person or by electronic means.

Section 4. Meetings - General
The AUSAA Board shall designate the time, place and date for the regular meetings of the Council. Council meetings shall be held at least once each year.

Section 5. Meetings - Notice
Notice of all meetings of the Council shall be promulgated by the Executive of the Council sent in hard copy or electronically to each member of the Council at least thirty days before the meeting. This notice shall state the time, place and date of the meeting as well as providing an agenda for the Council’s activities.

Section 6. Officers - Duties
The President shall preside at all meetings of the Council and at any gathering sponsored by either the Council or the AUSAA Board. In the event of the President's absence or inability, for any reason, to discharge the duties of office, the Vice-President shall assume the President’s responsibilities.
The other members of the AUSAA Board shall perform such other duties as specified in the Constitution.

Section 7. Director for Alumni Affairs - Duties
The Director for Alumni Affairs shall be appointed by the Executive Director of Advancement and Alumni Affairs. The Director for Alumni Affairs shall be an employee of the University Office of Development and Alumni Affairs and shall fulfill the responsibilities of the University Appointed Representative on the Council, AUSAA Board, and other relevant committees as needed. This shall include serving as the Chief Operating Officer of the AUSAA and representing the interests of the alumni leadership to the University and the needs of the University to the alumni leadership. The Director for Alumni Affairs will maintain a complete record of Council, AUSAA Board, Chapter, and Committee activity.
The Director for Alumni Affairs will ensure the maintenance of a current record of the names, mailing addresses and electronic addresses of all members of the Council, AUSAA Board, Chapters, and Committees, cause copies of the minutes of the meetings of the Council, AUSAA Board and Committees to be made available to all interested alumni and the media, cause timely notices of meetings of the Council and Board to be sent as required by these By-laws, act as a voting member of all Board committees, and perform such other duties as pertain to the office as may be necessary for the success of the AUSAA’s mission.

Article V. Board Committees

Section 1. The Committees of the Board
Officers of the AUSAA Board shall chair committees focused on the basic organizational elements of the AUSAA and on the primary ways in which the AUSAA may assist the University. While the focus of these committees may change from time to time, AUSAA Board members responsible for an active committee should seek to involve members of the Council or other alumni volunteers in support of their efforts.
The work plan of the committee is the responsibility of the AUSAA Board member chairing the group, as is the identification of alumni who can assist in assuring the success of the committee’s goals. A report on each committee’s progress shall be part of every AUSAA Board meeting agenda.

Section 2. The Formation of Committees
The AUSAA Board, in consultation with the OAAA and by amendment to these By-laws, may from time to time add or subtract from the number of established AUSAA Committees to ensure that the key functions of the alumni relations are addressed by the AUSAA Board.

Article VI. Amendments
These By-laws may be altered, amended, or supplemented by a vote of a majority of the Board, provided that notice thereof shall have been included in the notice of the meeting at which such action is to be considered. Such modifications shall be confirmed at the next meeting of the Council and approved by the OAAA.