1. Responsibilities: The St. Mary’s Alumni Council (“Council”) is the governing body of the St. Mary’s College of Maryland (“College”) Alumni Association (“Association”). It serves as the official voice of St. Mary’s alumni and shall have the broad authority permitted by these bylaws. In partnership with the College’s Director of Alumni Relations, (formally the Director of Alumni Affairs), the Council shall plan and implement alumni policies, programs, and activities. This authority and its implicit responsibilities, in consultation with the College’s President and others as appropriate, shall include but shall not be limited to these actions:

a. Review and advise on Association policy and organizational structure; financial planning, including investments and setting the annual budgets of the Association
b. Define, review, and implement strategies that fulfill the purpose and objectives of the Association, as defined in its constitution.
c. Protect the College and Association’s integrity and standing in the community at all times.
d. Serve as an advocate and ambassador for the College affecting the College’s best interests and development, and with the broader community in consultation with the College’s President and administration.
e. Periodically undertake assessments of the commitment, performance, and effectiveness of both the Council in general and individual Council members.
f. Ensure the proper maintenance and development of Association resources.
g. Develop policies and recommend processes that ensure the Association remains a dynamic and efficient organization.

2. Council Members: Council members are elected from the Association, namely individuals who meet the qualifications of membership, those who have either attended for one year or have earned at least twenty-four (24) credits from the College or any of its previous institutions, i.e., St. Mary’s Junior College or St. Mary’s Female Seminary.

3. Composition: The Council shall consist of up to twenty-one (21) voting members of the Association. Reasonable effort shall be made to include alumni from each decade. One (1) voting seat is reserved for the student representative to the Council. The student will be selected by the Executive Committee and must have completed at least twenty-four (24) credits prior to his/her appointment.

4. Ex-officio Council Members: The President of the College, Director of Alumni Relations, immediate past Council President (for the period of July 1- June 30, of the year following his/her term) Chapter Presidents and student representative aide are ex-officio members of the Council. Ex-officio members are allowed to attend meetings and to speak, but not to make motions or vote except on deadlocked issues. If the Council is deadlocked on a matter on the floor for a vote, the Council President may call upon an ex-officio member present to cast the deciding vote. In the event of a vote to decide a deadlocked issue, present ex-officio members shall be called to vote in the following order: Chapter Presidents, immediate past Council President, student representative aide, the President of the College, and the Director of Alumni Relations. The Executive Committee selects the student representative aide who shadows the current student representative on the Council and assumes the position of the outgoing student representative.

5. Terms/Term Limits: Elected Council members will take office July 1 of the election year. A term is defined as one (1) year in length, and commences July 1. Terms are suspended when a Council member sits on the Executive Committee. No Council member may serve more than six (6) consecutive one-year terms (six years) unless there is a two-year (2) period of separation in service. The year when the former Council President is an ex-officio member counts towards his/her two-year (2) separation. All incumbent members who are eligible for re-election shall be considered by the Council’s Governance Committee using the criteria and guidelines suggested in the current member position description, Statement of Commitment and Responsibilities, as adopted by the Council.

6. Council Members Emeriti: A Council member who has served with distinction and obvious commitment to the Council and College for two (2) six-year (6) term cycles or as a member of the Executive Committee shall be eligible for nomination as Member Emeritus of the Council. Nominations shall be made to the Governance Committee for Council vote. Council Members Emeriti, as non-voting members, are relieved of their fiduciary responsibilities and obligations, including meeting attendance, but are expected to demonstrate their continuing commitment to the College’s progress in other ways, including personal philanthropy and participation in campus projects and activities. They shall be invited to the Annual Meeting of the Council, ordinarily in June, and shall be eligible to serve on certain Council committees, with vote, or as a liaison, where their expertise may be especially helpful to the Council.

1. Regular Meetings: The Council shall meet four (4) times annually. The Council’s June meeting shall be its annual meeting for the purposes of electing Council officers. Committee leaders, members and liaisons will be appointed during the Council’s fall meeting, usually held in September. The dates of all regular meetings shall be set six (6) months in advance. Written notice of date, time and place of each regular meeting shall be sent to each voting member at least thirty (30) days prior to each meeting. The agenda and supporting information for each meeting shall be sent to each voting member at least ten (10) days prior to the meeting.

2. Special Meetings: Upon request of the President of the Council or a quorum of Council voting members, a special meeting may be held provided at least ten (10) days of advance notice can be given to all voting members specifying its purpose(s), date, time, and place. Should an emergency meeting be required in the judgment of the Council President with less than ten (10) days’ notice to all voting members, it may be conducted by a telephone conference call. Notice of the date, time, and place of any special meeting by teleconference shall be provided to each voting member by overnight special delivery service, facsimile transmission, electronic mail, or other expedited means at least twenty-four (24) hours prior to the meeting.

3. Meeting Attendance: Voting members are expected to attend and actively participate in the quarterly Council meetings pursuant to the position description signed by each member serving on the Council.

4. Quorum: Except as provided elsewhere in these by-laws, a simple majority of the current number of voting members shall constitute a quorum for the transaction of business at any regular or special Council or committee meeting. Should a quorum not be made, those in attendance may continue to meet for discussion purposes but shall not take any binding or official action on behalf of the Association, Council, or committee. The Council may delegate authority to make a future decision on a specific matter to its Executive Committee, without necessarily requiring subsequent Council ratification by majority consent.

5. Council Member Participation by Telephone Conference Call or Other Electronic Means: Members may participate, to include vote, in committee or special meetings by teleconference or other equivalent electronic means, which shall constitute their presence in person at the meeting.

6. Meeting Minutes: The minutes of all meetings shall list members present and absent. A set of Council and Executive Committee minutes shall be sent as part of the agenda and supporting materials for subsequent Council meetings. The Council shall formally vote to approve its own minutes. An official attendance record shall be faithfully maintained for periodic reference by the Governance Committee based on the minutes of all Council and Executive Committee meetings.

1. Officers and Officer Terms: Council officers shall consist of the President, Executive Vice President, Vice President of Operations, Secretary, Treasurer and Parliamentarian, and together shall form the Executive Committee (EC). All are voting members of the Council. The Council officers are the governing officers of the Association. Each year the Governance Committee shall seek nominations and present candidates for officers to be voted on by the full Council during the annual meeting. Any Council member can run for a Council officer position after having served one year on the Council. To allow current officers the opportunity to run for another position on the EC without forfeiting their current position, officer’s elections shall occur separately in the order of Executive Vice President, Vice President of Operations, Secretary, Treasurer and Parliamentarian. All officers shall serve one-year (1) terms with the exception of the President and Executive Vice President whom shall serve two-year (2) terms. The Executive Vice President is the President-elect and shall assume office at the completion of the outgoing President’s term. Should the President resign during his/her term, or otherwise be unable to complete the term as President, the Executive Vice President shall be charged with these powers and responsibilities for the completion of this two-year (2) term. The person elected to fill the Executive Vice President’s vacancy also will complete the two-year (2) term. All terms shall commence July 1.

a. President: The President will lead the strategy development and implementation, with the Executive Committee and Council, respectively. The President shall chair the Council’s Executive Committee, and serve as an ex-officio member of Council committees and liaison teams. The President shall also serve as a member of the College’s Board of Trustees (“Board”) during his/her tenure. As trustee, the President shall: attend Board meetings; participate in and contribute to trustee committees as determined by the Board chair; participate in or chair ad hoc committees as requested by the Board chair; maintain the confidentiality of sensitive Board and College matters; prepare quarterly reports to the Board on alumni matters; and represent the Alumni Association at College events. Should the President be unable to attend a Board meeting, if appropriate, the Executive Vice President will attend in the President’s place to present the Alumni Association report. The President is also the responsible signatory for official Association paperwork, to include taxes.

b. Executive Vice President: The Executive Vice President shall preside over the Council meetings. The Executive Vice President shall work with the President and the Vice President of Operations to organize Council meetings and confirm content is in alignment with the Association strategy. The Executive Vice President shall team with the marketing liaison to assist the Director of Alumni Relations with Association communications. Beginning the last year of the President’s term, the Executive Vice President shall shadow the President at the College’s Board of Trustee meetings.

c. Vice President of Operations: The Vice President of Operations shall work with the Executive Committee and the liaisons to manage actions between meetings. The Vice President of Operations shall be the primary point of contact between liaisons, chapter presidents, the Executive Committee, and the alumni office. The Vice President of Operations shall coordinate action items for, takeaways from and work with the President to build the agendas for Executive Committee and Council meetings. The Vice President of Operations shall schedule the Executive Committee and Council meetings. The Vice President of Operations shall work with the alumni office and the Secretary to confirm that online content regarding the Council and alumni chapters is correct.

d. Vice President for Chapter Activities: The Vice President for Chapter Activities shall work with Chapter Presidents to help organize Chapter events; assist with social media strategy, content, and messaging; and gather Chapter reports for Alumni Council meetings. In conjunction with the Office of Alumni Relations, the Vice President for Chapter Activities shall interface with alumni interested in forming new Chapters, provide guidance throughout the Chapter approval process, and assist with their inception. The Vice President for Chapter Activities shall help to organize and assist with the planning and implementation of Alumni Council-sponsored community service events.

e. Secretary: The Secretary shall take minutes of all regularly scheduled meetings and distribute them to all Council members at least two (2) weeks before the next meeting. The Secretary will work with the Vice President of Operations to confirm that online content regarding the Executive Committee, Council, and alumni chapters is correct. The Secretary, with the Vice President of Operations, will also provide copies of approved meeting materials (i.e. agendas, general session presentations, and minutes) to the Office of Alumni Relations as part of the permanent records of the Association.

f. Treasurer: The Treasurer shall report on funds under the control of the Council.

g. Parliamentarian: The Parliamentarian shall chair the Governance Committee, manage the governance of the Council, lead the nomination process of new and emeritus members, and assist the conduct of meetings according to Robert’s Rules of Order.

2. Director of Alumni Relations: The Director of Alumni Relations, hired by the College administration, shall serve as the liaison between the Association, Council, and the College. The director shall assist in implementing alumni policies, programs, and activities. The director serves as an ex-officio member of the Council and shall be an ex-officio member of each committee provided for in these bylaws or otherwise appointed. Per the Association constitution, if the director is not an alumnus/ae of the College, he/she is bestowed the honorary alumnus/ae designation. The functions of the Director of Alumni Relations shall also include, but not be limited to, the following:

a. Attend all Council meetings,
b. Maintain all records of Association membership, activities and business,
c. Assist in all organization and development of programs and activities of the Association,
d. Supervise elections of the Council,
e. Manage publications pertaining to the alumni community,
f. With the consent of the Executive Committee, execute any and all financial transactions of the Council and
g. If an alumnus, serve as a non-voting committee chair, if approved by Council resolution.

3. President of the College: Per the Association Constitution, the President of the College is an honorary alumnus/ae of the College and an ex-officio member of the Council.

1. Standing Committees: The Council shall have four (4) standing committees: the Executive Committee, Governance Committee, Scholarship Committee and Recognition Committee. These committees shall consist of at least two (2) members of the Council, unless otherwise noted. If a committee is no longer deemed viable, the President may present a resolution to the Council to amend its function, title, or move to disband.

a. Executive Committee: The Executive Committee serves as the governing body of the Council. Membership will consist of the President, who shall also serve as chair of the Executive Committee and voting members of each standing committee; the Executive Vice President, Vice President of Operations, Secretary, Treasurer, and Parliamentarian. The Executive Committee shall be empowered to act on behalf of the Council in genuine emergencies or to handle routine matters permitting the Council to be efficient in the use of its meeting time. As written in Article II, Section IV, the Council may delegate authority to make a future decision on a specific matter to its Executive Committee, without necessarily requiring subsequent Council ratification by majority consent. The minutes of all Executive Committee meetings shall be distributed to all voting Council members within thirty (30) days and any formal actions taken shall be ratified by the Council at its subsequent meeting.

b. Governance Committee: The Governance Committee shall be chaired by the Parliamentarian and is responsible for member elections, bylaw revisions, meeting procedures, and any issues concerning self-governance by the Council. The committee’s primary responsibilities are to ensure that: (1) members of the Council and its officers are highly qualified and committed to advancing the Association and College and meet the Council’s responsibilities with consideration of skills, experience and such other considerations; (2) each year, prior to the annual meeting, the committee shall seek nominations and present candidates for positions of Council officers to the full Council for election at the annual meeting; (3) the performance of all Council officers and members is thoughtfully reviewed prior to their possible re-nomination to the Council, consistent with these bylaws and the Council’s adopted Statement of Commitment and Responsibilities; and (4) periodic programs of orientation to the Council are offered for newly elected members. The committee shall establish its own rules of procedure to meet its responsibilities in consultation with the President. The biographies of all individuals nominated for election to the Council shall be provided to all members at least ten (10) days prior to the meeting at which the Council will be asked to vote on them. The committee shall have access to meeting attendance records and such other information that will enable it to meet its responsibilities on behalf of the Association and the Council.

c. Scholarship Committee: Per its constitution, the Association will maintain a permanent scholarship endowment fund with a balance of at least ten thousand dollars ($10,000.00). This fund shall be administered by the Scholarship Committee, which shall consist of five (5) members of the Council. The committee shall review and award the Alumni Legacy Scholarship, Don Stabile Alumni Doctoral Scholarship and the Don Stabile Post Graduate Scholarship annually as set forth in the application form.

d. Recognition Committee: The Alumni Association recognizes exceptional members within the College community through three (3) awards: Outstanding Young Alumni Award, Society of Distinguished Alumni Award and the Honorary Alumni Award. The Recognition Committee shall consist of five (5) members of the Council. This committee shall review and present these alumni awards annually based on the criteria set forth in the applications.

2. College Community Liaisons: Members of the Association, preferably members of the Council, may serve as College Community Liaisons (“Liaisons”) to support boards, departments, and committees associated with the College (i.e. Board of Trustees, College academic/staff departments, Historic St. Mary’s City Commission, etc.), ( a “body”), through attendance and participation by invitation to the extent said body deems appropriate. Though a working relationship is encouraged, Liaisons are not considered voting members of a body but will join in and provide support to the greatest extent possible in furtherance of projects or goals. If additional Council assistance is needed to this end, Liaisons may recruit and build a liaison task force of other Council members, or non-members (“Aides”), to accomplish said projects or goals. Liaisons shall report to the Council at scheduled meetings regarding the progress and status of their assignment. Liaison Aides that are non-Council members, at the discretion of the President, shall by invitation to attend all or a portion of Council meetings to make reports or conduct business but are not considered voting members of the Council.

3. Alumni Chapters:

a. Recognition: The Council may determine the conditions and eligibility for the establishment of alumni chapters. By vote, the Council shall recognize by appropriate means all duly organized chapters of the Association and may establish general geographical areas or special interests to be observed by each chapter. Establishment of such geographic areas or interest groups, however, shall not prevent any chapter from including in its activities or meetings any member of the Association.

b. Leadership: The Executive Committee has the right to dismiss and submit new nominations to the Council regarding the leadership of any chapter should it fail to uphold the requirements of chapter recognition.

4. Reports: The chairs, liaisons, and chapter presidents shall submit a report to the Secretary at least three (3) days prior to the meeting on activities since the previous meeting. These report(s) will be provided in advance to Council members and be reflected by the Secretary in the meeting minutes. Should the standing committee chair or Liaison fail to produce any deliverables for three (3) consecutive meetings, the Executive Committee, by vote, may replace the member or chair of the committee.

All elected Council members; chapter presidents, student representative and ex-officio members (“Council member”) shall adhere to the highest possible standards of ethical behavior and otherwise conduct themselves consistently with the letter and spirit of Maryland State law, including the Maryland Public Ethics Law and all applicable regulations. Any Council member shall be considered to have a conflict of interest if such person has an existing or potential financial or other interest that may impair or unreasonably appear to impair his or her responsibilities to the College.

A conflict of interest may also be determined to exist if a Council member of his or her family is an officer, director, employee, member, partner, trustee, or controlling stockholder who has a business relationship with the College. For the purposes of this provision, a family member is defined as a spouse, parent, sibling, or child. All Council members shall disclose to the Executive Committee any possible conflict of interest at the earliest practical time. Further, each Council member shall absent himself or herself from discussions of the matter in question unless specifically invited to offer relevant information. He or she shall recuse himself or herself, or the President shall have the authority to do so, and such recusal shall be recorded in the minutes of the meeting, including abstention from voting, if applicable. Any Council member who may be uncertain whether a given matter or relationship is a possible conflict of interest shall notify the President and the Director of Alumni Relations to enable its review and disposition by the Executive Committee, or by the Council, as the President shall decide or as is required by Association policy that may be separate from these bylaws.

The bylaws at all times shall be subordinate and subject to the provisions of the Constitution. Any member may propose and amendment or addition to the bylaws by submitting a written request to the Governance Committee thirty (30) days or more prior to the quarterly meeting in which the request is to be heard by the Council. The Governance Committee will review and include the request with any other proposals. A copy of the proposals shall be provided to the Council ten (10) days or more prior to the meeting in which it will be heard. The bylaws may be amended at any regular or special meeting of the Council by a two-thirds (2/3) vote of the total number of voting members present. In maintaining the bylaws, the Governance Committee shall have the authority to conduct immaterial spelling/grammar edits.