Alumni Council Constitution

We, the alumni and alumnae of Kenyon College, to serve, cultivate, encourage and maintain the interest, loyalty and support of the alumni and alumnae of Kenyon College and to function as the critical liaison among the College’s key constituencies of present students, alumni/ae, faculty and administration, are organized into an association and hereby establish this constitution for the governance of the Kenyon Alumni Association.

As used in this Constitution, “College” refers to Kenyon College; “Association” refers to the Kenyon Alumni Association; and “Council” refers to the Kenyon Alumni Council.

ARTICLE I. MEMBERSHIP IN THE KENYON ALUMNI ASSOCIATION

Section 1. Eligibility

The membership of the Association shall consist of those persons who (1) hold a degree conferred by the College, or (2) matriculated at the College, provided that the class with which a person was last affiliated has graduated from the College.

Section 2. Nondiscrimination

No person shall be ineligible for membership in the Association for reason of race, gender, color, creed, national or ethnic origin, or sexual orientation.

ARTICLE II. GOVERNANCE OF THE KENYON ALUMNI ASSOCIATION

Section 1. Meetings

A. Annual Association Meeting
There shall be an annual meeting of the Association which shall be held in Gambier, Ohio, each year during the alumni reunion weekend. A quorum at the annual meeting shall consist of those present.

B. Special Meetings

1. In addition to the annual meeting, the president of the Association may call special meetings of the Association.
2. Upon written petition signed by at least five percent (5%) of the members of the Association, the secretary of the Association shall call a special meeting of the Association.
3. Any special meeting shall be held in Gambier, Ohio, and a quorum shall consist of seventy-five (75) members of the Association.

C. Majority Vote
Subject to Article V, at any meeting of the Association a majority of the members present shall be necessary to approve or ratify any action.

D. Voting by Proxy
No member of the Association is entitled to vote by proxy at any meeting of the Association.

Section 2. Kenyon Alumni Council

A. Responsibilities and Powers of the Association
The responsibilities and powers of the Association shall be fulfilled and exercised by the Council, except as otherwise provided in this Constitution.

B. Membership

1. The Council shall consist of not fewer than nine (9) and not more than twenty-one (21) members of the Association. Within these limits, the precise number of seats filled by appointment each year is up to the Council. All Council members are entitled to one (1) vote, except that members serving in an ex officio capacity have no vote.
2. Except as provided for in Section 2(B)(4), the voting members of Council shall be appointed by Council in accordance with this Constitution and with the Bylaws of the Council. The term of office for each Council member is three (3) years, beginning the day after the annual meeting of the year appointed.
3. Should a voting member’s seat on Council become vacant, the Council shall appoint a member of the Association to serve the unexpired term.
4. Council may set aside two seats on Council for a recent graduate representative, so designated by procedures adopted by the College and the Student-Alumni Association, and a representative from a regional steering committee/regional association who shall be selected by Council in its sole discretion. The term of office for such Council members is one (1) year, beginning the day after the annual meeting of each year, and may be renewed for a further year upon the approval of a majority of the voting Council members.

C. Three-Year Term
Persons who have served a three (3) year term shall not be eligible for appointment to another term until one year after the completion of their terms. The recent graduate and regional steering committee/regional association representatives are not eligible for appointment to Council while still serving on Council.

D. Conclusion of a Presidential Term
Notwithstanding the provisions of paragraph (C), at the conclusion of a presidential term, the immediate past president of the Association shall serve for one (1) additional year on the Council as a voting member.

E. Ex Officio
The Council president with the approval of Council may appoint one or more persons to serve in an ex officio capacity. Persons appointed to serve in an ex officio capacity need not be members of the Association.

F. Anti-Discrimination Clause
No person shall be ineligible for appointment to serve on the Council, in any capacity, for reason of race, gender, color, creed, national or ethnic origin, or sexual orientation.

Section 3. Officers

A. President

1. Execution of the responsibilities and powers of the Association is the duty of the president of the Association.
2. The president of the Association shall be elected by the Council for a one (1) year term.
3. The president of the Association serves concurrently as president of the Council, and is also responsible for the execution of the responsibilities and powers of the Council.

B. Vice President

1. The vice president of the Association assists the president in the execution of the responsibilities and powers of the Association.
2. The vice president of the Association shall be elected by the Council for a one (1) year term.
3. The vice president of the Association serves concurrently as vice president of
   the Council, and assists the president in the execution of the responsibilities and powers
   of the Council.
4. If the president is absent for any meeting of the Council or Association, the vice president shall preside.
5. Should the office of president become vacant, the vice president shall assume the duties of the president for the remainder of the president’s term.
6. Should the office of vice president become vacant, the Council shall elect a vice president from among the members of the Council, who shall serve the unexpired term.

C. Secretary

1. The Council president with approval of the Alumni Council shall appoint one or more persons to serve as secretary of the Association.
2. The secretary shall serve in an ex officio capacity and need not be a member of the Association.
3. The secretary of the Association serves concurrently as secretary and/or treasurer of the Council, and assists the president in the execution of the responsibilities and powers of the Council.

D. Beginning Terms
Officers’ terms shall begin the day after the annual meeting of the Association.

ARTICLE III. GOVERNANCE OF THE KENYON ALUMNI COUNCIL

Section 1. Meetings

A. Annual Meeting of the Council
There shall be an annual meeting of the Council, which shall be held in Gambier, Ohio, each year. The president may call additional meetings at any time.

B. Calling a Meeting of the Council
Upon the written request of at least one-third (1/3) of the voting Council members, the secretary of the Council shall call a meeting of the Council.

C. Meeting Location
All meetings of the Council shall be held in Gambier, Ohio, unless the president, with the approval of Council, determines otherwise prior to the time the meeting notice is sent, according to the Council bylaws.

D. Quorum
At any meeting of the Council, a quorum shall consist of two-thirds (2/3) of the voting members currently serving on the Council. No member of Council is entitled to vote by proxy at any meeting of the Council.

E. Lawful Action by the Council
Notwithstanding the above provision, any action which lawfully can be taken by the Council at a meeting may also be taken without the formality of a meeting with the concurrence, in writing, of at least three-fourths (3/4) of the voting members of the Council.

Section 2. Officers

Officers of the Council shall be the same as those of the Association, as
provided in Article II, Section 3.

Section 3. Committees

A. Standing and Ad Hoc Committees
The Council may establish those standing and ad hoc committees as the Council deems appropriate.

B. Abolition of Committees
Any committee established by the Council may be abolished by the Council.

C. Committee Membership versus Council Membership
Members of committees need not be members of the Council.

Section 4. Procedures

A. Majority Voting
At all meetings of the Council, the approval of a majority of the voting members present shall be necessary to adopt, approve or ratify any action, subject to the provisions of Article V.

B. Bylaws of the Constitution
The Council shall adopt bylaws to effectuate the provisions of this Constitution. Bylaws adopted by the Council may be amended by action of the Council, as described in this section.

C. Consistency with the Constitution
Nothing in the bylaws shall be inconsistent with the provisions of the Association Constitution or with the provisions of the Constitution of the College.
Section 5. Nominations and Appointment

A. Appointing Voting Members
Except as otherwise provided herein or in the Bylaws of the Council, Council is responsible for appointing all of its voting members from among the candidates established in accordance with this Constitution and the Bylaws of the Council. In making such appointments, Council shall have as its goal a constituency which represents the diversity of the Association.

B.Board of Trustee Candidate Recommendation
In accordance with this Constitution and the Bylaws of the Council, Council is also responsible for recommending to the Board of Trustees no fewer than two candidates for each alumni trustee position, who shall be selected by Council from among the slate of candidates for an alumni trustee position.

C. Board of Trustee Candidate Nomination
The process for nominating candidates shall be set forth in the Bylaws of the Council; provided, however, that the procedures shall state the deadline for nominations and specify a procedure to solicit nominations from the Association membership. The nomination deadline imposed during any Council year shall be solely within the reasonable discretion of the Council.

D. Petitioning to be a Candidate
A member of the Association who meets the eligibility requirements for a Council or alumni trustee position, as set forth in this Constitution and the bylaws of the Council, may petition to be a candidate for Council or alumni trustee. Petitions for candidacy shall be in writing and shall specify the position desired. Only original manual signatures and facsimile signatures (which includes faxes, PDF and scanned documents sent by email signed by the party) shall be considered valid. The Council shall be the sole judge of the validity or sufficiency of such petitions.

E. Making Council Appointments
The process for making appointments to Council from among those persons nominated pursuant to paragraphs (C) and (D) shall be set forth in the Bylaws of the Council.

ARTICLE IV. NOTICES

Any notice required to be given under any of the provisions of this Constitution may be effected by any means reasonably calculated to ensure that members of the Association or Council will have the opportunity to receive the notice in a timely and readily intelligible manner and form.

ARTICLE V. AMENDMENT

Section 1. Procedure.

This Constitution may be amended:

A. By the Association

1. At any annual or special meeting of the Association by an affirmative vote of two-thirds (2/3) majority vote of those present and voting. The text or a summary of any pro-posed amendment shall accompany the notice of the meeting at which the amendment is to be submitted to a vote. If a summary of the text is provided, the secretary of the Association shall provide the full text of the proposed amendment to any member of the Association requesting it.
2. By ballot, sending notice of the proposed amendment to all members of the Association together with a ballot by which each member may vote for or against the proposed amendment. The notice of the proposed amendment shall include the text or a summary of the proposed amendment. A proposed amendment which receives the affirmative vote of a majority of those voting shall amend this constitution, provided that the affirmative vote is equal to or greater than five percent (5%) of the members of the Association.
3. The process for voting on a proposed amendment pursuant to paragraph (2) of this section shall be in accordance with Article III, Section 5, paragraph (D), and the Bylaws of the Council adopted pursuant to that provision.

B. By the Council
At any meeting of the Council, by an affirmative vote of at least four-fifths (4/5) of the voting members.

Section 2. Effective Date of Amendment

A. Constitutional Amendments
Amendments to this Constitution made in accordance with this Article are effective immediately.

B. Constitution in Effect
This Constitution shall be in effect from and after its final approval in accordance with this Article, and shall supersede all previous constitutions of the Association and amendments thereto.

Section 3. Effect of Amendments to this Constitution

A. Council Members, Post-Amendments
All persons serving on or with the Council, whether in a voting capacity, ex officio capacity, or as a committee member, on the effective date of this Constitution shall continue in that capacity until the expiration of the term of office to which they were elected or appointed pursuant to the previous version of this Constitution, or until the person is specifically removed from service in accordance with the Bylaws of the Council.

B. Committees, Post-Amendments
All committees of the Council in existence on the effective date of this Constitution shall continue in existence pursuant to the previous version of this Constitution, unless and until the Council specifically acts to amend or abolish the committee.

C. Revising the Constitution
No earlier than three (3) and not later than four (4) years following the date of adoption of this Constitution (2014 revisions), Council shall debate at one of its meetings whether the Association, Council, and the College have benefited from the appointment of Council members effectuated by this Constitution (2014 revisions). At the close of such debate, Council shall vote on the question: “Should the Association adopt the version of the Constitution immediately preceding the current version?” If this Constitution (2014 revisions) survives such vote, this Section 3(C) shall have no further force and effect.

Revised: 2008/2010
Revised: 9/9/2014 (Articles II, III, V)