Preamble And Explanatory Note

The IMSA alumni body is necessarily getting bigger with every passing year. The heterogeneous nature of the IMSA alumni make it impossible for the IAA Cabinet to address all the needs of all the alumni. Therefore, the IAA creates regional and topical “Clubs,” devoted to serving specific geographical regions or certain professional or demographic subsets of the alumni body.

The advantages to a group of alumni of chartering their organization with the IAA are myriad. First, the IAA and the IMSA Fund Office will not fund any activities run by an unchartered group. Second, chartered Clubs may rely on the IMSA Fund and IAA communication network to advertise and coordinate events. Third, chartered Clubs will be able to work with one another and with other organs of the IAA (synergy) to make their events more successful and to better acheive their goals.

Chartering is done by one of two processes: by application to the Cabinet or by application to the Annual Meeting. Application to the Cabinet may be done at any time. Successful application to the Cabinet means that the Club may immediately begin functioning as an “Ad Hoc Committee” of the Cabinet, and may in effect begin work as a chartered Club. However, approval by the Cabinet is subject to the ratification of the Annual Meeting in the summer. Thus, it may rarely be the case that a proposed Club may be approved by the Cabinet, function Ad Hoc for six or seven months, then be disapproved by the Annual Meeting.

Petition to the Annual Meeting is a more sure process—approval means immediate chartering. However, it may only be done once a year, and for Clubs which wish to get organized quickly, it may be impractical.

A charter is not a guarantee of funding for all Club events. Club events must be consistent with the purposes of the IAA (in the case of a request to the IAA for funding) and/or the purposes and mission of the IMSA Fund (in the case of a direct request to the IMSA Fund). Events in the past which have been denied funding by the IMSA Fund include social parties at local bars and events which did not have adequate planning.

Finally, denial of charter, by either the Cabinet or the Annual Meeting, is not the end of the road. If the Cabinet denies a petition, the proposal may be petitioned to the Annual Meeting in the summer without prejudice. Denial at this stage simply means the Club does not get the Ad Hoc “head start” of a Club which received the Cabinet's approval.

In all dealings, the IAA Cabinet will have reference to the policies of the IMSA Fund regarding club chartering and funding.

The Vice President of the IAA is the contact person for all Club chartering information and proceedings.

Main Section

Section I. Definitions

1. Except where specified in Section I of this document, words in these Bylaws shall have the same meaning as within the Constitution of the IMSA Alumni Association (IAA).
2. “Cabinet” shall refer to the Cabinet of the IMSA Alumni Association, as defined and discussed in Article Six of the Constitution.
3. “Annual Meeting”shall refer to the plenary body of the IAA defined in Article Five, Section 1 of the Constitution.
4. “Submitting member” shall refer to the IAA member who submits a petition to the Cabinet or the Annual Meeting requesting chartering of a Club.
5. “Year” shall refer to the OIA fiscal year of July 1–June 30

Section II. Categories of Clubs

1. In order to address specific needs and interests of individual alumni or the IMSA Alumni Association, the IMSA Alumni Association shall create Clubs, which shall perform such duties and exercise such powers as assigned to them by the procedures outlined in Section III of these Bylaws.

2. Regional Clubs

   The IAA may charter Regional Clubs, which will have general responsibility for coordinating and scheduling social events, networking, and communications for alumni within their assigned regions. The mandate of Regional Clubs shall be expressly limited by geographic region in their charters.

3. Professional or Associational Clubs

   The IAA may charter Professional or Associational Clubs, which will have general responsibility for coordinating and scheduling social events, networking, and communication between and among alumni within its thematic scope. Professional or Associational Clubs may be assigned to a given occupation or a given demographic subgroup of the IAA.

Section III. Procedure for Chartering

1. Clubs may be chartered in one of two ways: by petition to the Cabinet or by petition to the Annual Meeting.

Subsection A. Petition to the Cabinet

2. Submission of Petition to the Vice President

   Members shall submit in writing to the Vice President a petition requesting chartering of a Club. The Vice President shall place this petition on the agenda of the next regular meeting of the Cabinet.

3. Attendance of Submitting Member

   The member submitting the petition is permitted to attend any Cabinet meeting at which that petition is formally discussed by the Cabinet.

4. Preliminary Consideration of the Petition

   The Cabinet shall consider the petition and approve or disapprove the petition by simple majority vote of the Cabinet members present and voting.

5. Effect of Approval of Petition—Drafting of Charter

   Upon approval of the petition, the Vice President shall enter into discussions with the submitting member with the goal of drafting a Club Charter for consideration by the next Annual Meeting.

6. Effect of Approval of Petition—Ad Hoc Committee Status

   Approval of the petition shall constitute creation by the Cabinet of an Ad Hoc Committee devoted to the purposes of the proposed Club. The President shall appoint a Committee Chair (preferably the submitting member), who shall direct the operation of the Committee and represent the Committee to the Cabinet and the Annual Meeting. The Committee shall be fully under the direct control of the Cabinet.

7. Effect of Disapproval of Petition

   The disapproval of the Cabinet of a petition shall be without prejudice to future petitions, either to the Cabinet or to the Annual Meeting.

8. Submission of Charter to Annual Meeting

   The Vice President shall place on the agenda of the Annual Meeting consideration of any Charters drafted under Article 12 of these Bylaws; time shall be reserved for the submitting member and the Ad Hoc Committee Chair to present their Charter to the Annual Meeting.

9. Ratification by Annual Meeting

   A Charter shall be considered ratified and a new Club created by simple majority vote of members present and voting at the Annual Meeting.

Subsection B. Petition to Annual Meeting

10. Request to Vice President

    At the written request of any member, the Vice President shall place on the agenda of the next Annual Meeting consideration of a petition for a new Club. Such request must be submitted at least 30 days prior to the Annual Meeting. Time will be reserved at the Annual Meeting for the submitting member to present the petition.

11. Form of Petition to the Annual Meeting

    The petition to the Annual Meeting must be in writing, and set out the general purposes of the proposed Club. It may also contain specific instructions and guidelines for the drafting of the Charter.

12. Consideration of Petition by Annual Meeting

    The petition may be approved by the Annual Meeting by three-fifths majority vote of those members present and voting. The petition may be amended only at the request of the submitting member.

13. Effect of Approval of Petition—Drafting of Charter

    Within 60 days of the approval of the petition by the Annual Meeting, the Vice President and the submitting member shall draft a Charter for the Club, following any specific instructions included in the petition.

14. Ratification of Charter

    The Vice President shall submit the final Charter to the Cabinet at the regular meeting following completion of the Charter. The Charter of the Club shall be ratified and a new Club created upon this submission.

Section IV. Powers and Responsibilities of Clubs

Subsection A. Charter

1. Reference to Charter

   The powers, duties, procedures, and responsibilities of a Club shall be defined first and foremost by reference to the Charter of the Club.

2. Incorporation of Default Charter

   Where a Club's Charter is unclear or where the Default Charter is specifically incorporated, the appropriate Default Charter contained in the Annexes to these Bylaws shall define the powers, duties, procedures, and responsibilities of the Club. The incorporated sections of the Default Charter shall be considered part of the Club's Charter.

3. Any power or decision exercised by a Club or its officers pursuant to its Charter may be overruled by the Cabinet by a three-quarters majority vote of the Cabinet. The Vice President shall notify the Chair of the Club of the Cabinet's consideration of an overruling by the Cabinet at least seven days prior to the consideration, unless the nature of the power or decision is such that notice is unpracticable. The Chair shall be permitted to attend all formal discussion of the matter.
4. Any power or decision exercised by a Club or its officers pursuant to its Charter may be overruled by the Annual Meeting by a two-thirds majority vote of the Annual Meeting. Consideration of an overruling must be included in the regular notice and agenda of the meeting to all members.

Subsection B. Modification by Cabinet or Annual Meeting

1. Additional powers or duties may be assigned to a Club by the Cabinet or Annual Meeting. Such duties shall not conflict with the letter or spirit of the Charter of the Club or interfere with the operation of the IAA, the Club, or other Clubs or Ad Hoc Committees.
2. Assignment of powers or duties shall be by simple majority vote of the Annual Meeting or Cabinet.
3. Revocation of powers or duties shall be by simple majority vote of the Annual Meeting or Cabinet, or by expiration of such powers (if a terminal date for the powers is set in the assignment of such powers or duties.)

Section V. Repeal and Amendment of Charter

1. A Club's Charter may be repealed and the Club dissolved by three-fifths majority vote of members present and voting at the Annual Meeting or by unanimous vote of the Cabinet.
2. A Club's Charter may be amended by simple majority vote of members present and voting at the Annual Meeting or by unanimous vote of the Cabinet.
3. A vote at the Annual Meeting to repeal or amend a Club's Charter shall only occur if notice of such repeal or amendment was included in the regular notice of the Annual Meeting.
4. Prior to any vote by the Cabinet to repeal or amend a Club's Charter, the Chair of the Club shall be afforded 30 days notice of the Cabinet's consideration of the matter. The Chair shall be permitted to attend any formal discussion of the matter.

Section VI. Mechanical Details

1. These Bylaws shall be considered ratified by a simple majority vote of the Annual Meeting at its 1998 session.
2. These Bylaws may be amended by a two-thirds majority vote of the Annual Meeting.
3. These Bylaws create duties for the Vice President as authorized by Article Four, Section Two of the Constitution.
4. These Bylaws assign duties to the Alumni Cabinet as authorized by Article Six, Section Six of the Constitution.
5. These Bylaws shall be interpreted so as not to conflict with the Constitution or other Bylaws of the IAA. Where no such consonant interpretation is afforded, these Bylaws shall supercede all other documents.

Annex 1. Default Charter for Regional Clubs

Article 1. Name and Geographical Scope

1. This Regional Club shall be called “The _____ Chapter of the IMSA Alumni Association,” alternately as the “IAA _____ Club.”
2. The Club's powers and duties shall extend to the following territory, exclusive of all other Regional Clubs. [explicit description of the Club's territory]

1. The Club may also exercise its powers and duties in a reasonable area outside of its exclusive territory, provided such exercise does not interfere with the exclusive territory of another Regional Club.

Article 2. Members

1. All members of the IMSA Alumni Association who reside or attend school within the exclusive territory of the Club are members of the Club.

Article 3. Powers and Duties of Club

1. The Club shall be responsible for assisting the IAA Cabinet in disseminating information about IMSA and IAA activities and affairs to all members of the Club.
2. The Club shall hold at least two (2) activities per year, starting in the year following ratification of its Charter by the IAA. These social activities shall be open and advertised to all members of the Club, and selection, advertising, and scheduling of the event shall be conducted to maximize member attendance.
3. The Club shall publish at least annually an electronic and/or print newsletter, which will be distributed to all members and to the IAA Vice President, reporting on the Club's affairs.
4. At the request of the Cabinet, the Club shall report on its affairs to the Cabinet, either in writing or by attending a regular meeting of the Cabinet.
5. The Club shall report on its affairs to the Annual Meeting, either in writing or by presentation to the Annual Meeting.
6. The Club shall hold at least one (1) business meeting per year to elect officers, assess the interests of members, and solicit volunteers for Club and IAA activities. Business meetings shall be open and advertised to all members of the Club, and advertising and scheduling of the event shall be conducted to maximize member attendance.
7. The Club shall raise and expend funds in a manner consistent with Article 4 of this Charter.

Article 4. Officers

1. The Club shall elect a Chairman by simple majority vote of the members. If the members cannot, will not, or do not elect a Chairman within 30 days of that position becoming vacant, the President of the IAA shall appoint a Chairman from among the Club's members, who will serve as Chairman until the Club elects a Chairman.
2. The term of office of the Chairman shall be one year from the date of election.
3. The Chairman shall appoint such other officers as (s)he deems necessary, provided however that the terms of such officers shall expire at the expiration of the term of the Chairman.
4. The Chairman shall be the representative of the Club to all IAA organs. (S)he may designate another Club member to represent the Club if (s)he is unable to attend a given event.
5. The Chairman is responsible for ensuring that the Club complies with this Charter.

Article 5. Raising and Expenditure of Funds

1. The Club Chairman shall meet with the IAA Alumni Fund Chairperson annually to set an annual budget for the Club and to receive authorization for expenditure of IAA moneys. Such a budget must be in accordance with any guidelines established by the Office of Institutional Advancement (OIA) which handles IAA funds.
2. The Club may raise and maintain accounts separate from the IAA, consonant with all local, state, and federal laws.
3. Any IAA funds allocated to the Club under Section 17 of this Charter must be spent in a fashion consistent with the purposes for which those funds were allocated.

Article 6. Mechanical Details

1. This Charter may not be unilaterally amended by the Club. Procedures for amendment of this Charter are defined in the IAA Bylaws on Club Chartering.
2. The Club may adopt additional procedures or Bylaws consistent with this Charter, with the advice and consent of the IAA Vice President.
3. This Charter shall be effective on the date of its ratification by the IAA.

Annex 2. Default Charter for Professional/Associational Clubs

Article 1. Name and Topical Scope

1. This Club shall be called “The _____ Chapter of the IMSA Alumni Association,” alternately as the “IAA _____ Club.”
2. The Club shall pursue and promote alumni and IAA interests, within the following topical area:
   [topical area outlined]

Article 2. Members

1. All members of the IMSA Alumni Association are eligible to be members of the Club.
2. [Any restrictions on voting—for example, a requirement of attendance at or participation in Club events—should be included in this Item.]

Article 3. Powers and Duties of Club

1. The Club shall be responsible for assisting the IAA Cabinet in disseminating information about IMSA and IAA activities and affairs to all members of the Club.
2. The Club shall hold at least two (2) social activities per year, starting in the year following ratification of its Charter by the IAA. These social activities shall be open and advertised to all members of the Club, and selection, advertising, and scheduling of the event shall be conducted to maximize member attendance.
3. The Club shall publish at least annually an electronic and/or print newsletter, which will be distributed to all members and to the IAA Vice President, reporting on the Club's affairs.
4. At the request of the Cabinet, the Club shall report on its affairs to the Cabinet, either in writing or by attending a regular meeting of the Cabinet.
5. The Club shall report on its affairs to the Annual Meeting, either in writing or by presentation to the Annual Meeting.
6. The Club shall hold at least one (1) business meeting per year to elect officers, assess the interests of members, and solicit volunteers for Club and IAA activities. Business meetings shall be open and advertised to all members of the Club, and advertising and scheduling of the event shall be conducted to maximize member attendance.
7. The Club shall raise and expend funds in a manner consistent with Article 4 of this Charter.

Article 4. Officers

1. The Club shall elect a Chairman by simple majority vote of the members. If the members cannot, will not, or do not elect a Chairman within 30 days of that position becoming vacant, the President of the IAA shall appoint a Chairman from among the Club's members, who will serve as Chairman until the Club elects a Chairman.
2. The term of office of the Chairman shall be one year from the date of election.
3. The Chairman shall appoint such other officers as (s)he deems necessary, provided however that the terms of such officers shall expire at the expiration of the term of the Chairman.
4. The Chairman shall be the representative of the Club to all IAA organs. (S)he may designate another Club member to represent the Club if (s)he is unable to attend a given event.
5. The Chairman is responsible for ensuring that the Club complies with this Charter.

Article 5. Raising and Expenditure of Funds

1. The Club Chairman shall meet with the IAA Alumni Fund Chairperson annually to set an annual budget for the Club and to receive authorization for expenditure of IAA moneys.
2. The Club may raise and maintain accounts separate from the IAA, consonant with all local, state, and federal laws.
3. Any IAA funds allocated to the Club under Section 17 of this Charter must be spent in a fashion consistent with the purposes for which those funds were allocated.

Article 6. Mechanical Details

1. This Charter may not be unilaterally amended by the Club. Procedures for amendment of this Charter are defined in the IAA Bylaws on Club Chartering.
2. The Club may adopt additional procedures or Bylaws consistent with this Charter, with the advice and consent of the IAA Vice President.
3. This Charter shall be effective on the date of its ratification by the IAA.