ARTICLE II - BOARD OF DIRECTORS
Section 1. General Powers and Structure
The Association’s Board of Directors (Board) is the policy-making body of the Alumni Association. The Board is responsible for presenting and adopting the annual budget, managing legal activities, maintaining accurate records of its proceedings, and ensuring compliance with state statutes. The Board is given all the powers necessary to accomplish any or all the purposes for which the Association has been organized. By way of illustration and not limitation, the Board is responsible for electing the officers, drafting and amending the Bylaws, ensuring compliance with donor agreements, and managing all the affairs and property of the Association.
(a.) Composition. Directors, Emeritus Directors, and Unit Liaison Officers make up the Board. The Board shall consist of at least eight voting Directors but no more than 15 Directors including the officers. Emeritus Directors and Unit Liaison Officers shall not be counted against the Board end-strength.
(b.) Directors. Directors will be elected members of the Association, all of whom must be Alumni; or Associate Members (as defined in Article IV, Section 1. a. and b.) of the Association.
(c.) Emeritus Directors. Directors completing or serving for nine cumulative years of service will be designated Emeritus Directors. Emeritus Directors have permanent standing with the Association and will continue to serve on the Board at their discretion. They will not be required to run for re-election. They may hold officer positions and retain voting rights until retirement from active Association participation.
(d.) Unit Liaison Officers. The Commanding Officer and Executive Officer of the University of Wisconsin NROTC Unit will be invited to attend Board meetings in a non-voting capacity and to provide advice and liaison between the unit and the Association Board. At the discretion of the Commanding Officer/Professor of Naval Science, a student member of the Badger Battalion may also participate. Their participation in the Board meetings provides feedback regarding Association support to the Battalion and leadership and mentoring opportunities for future Navy and Marine Corps Officers.
(e.) Legal Domicile and Remote Participation. Directors need not be residents of the State of Wisconsin. Directors may participate in Board meetings via electronic means, including, but not limited to, telephone conference, video conference, or web-based medium as feasible.
(f.) Service Term. Directors serve a three-year term, and the duration of office shall begin and end with annual meetings of the Association or at such time as a successor is duly elected or appointed. The board’s elected members may include three Associate Members.
(g.) Resignations and Retirements. A Director may resign by forwarding a resignation in writing to the Association President. Resignations from the Board shall be effective when received by the President or on the date indicated in the resignation letter. Emeritus Directors should notify the President of their intention to retire from active participation before the Annual Business Meeting so that they may be recognized for their years of service.
(h.) Vacancies. A majority vote of the Board shall fill any vacancy in the Board. A Director elected to fill a vacancy shall serve for the unexpired term of their predecessor in office if confirmed by membership vote at the next annual meeting of the Association.
(i.) Miscellaneous. Directors shall disclose to the Board any actual or potential financial conflict of interest with Association business and abide by Board decisions on the conflict of interest. The Board may appoint additional advisory positions to enhance depth, talent, and capability within the Association’s leadership.
(j.) Removal of a Director. A Director or Emeritus Director may be removed at the discretion of the board by a 2/3 majority vote of the Board. This vote can occur at a duly scheduled meeting in accordance with Article II, Section 3.
Section 2. Election of the Board of Directors
(a). Director Nominations. Directors are elected to the Board by the membership. The Nominating Committee will determine expiring Director terms approximately six months before the Annual Business Meeting. The Nominating Committee will inform the Board and communicate to the membership the Director positions up for election and solicit members desiring to become candidates. The Nominating Committee will notify the Board and membership of all Director candidates at least 45 days before the Annual Business Meeting.
(b.) Elections. The Elections Committee will conduct Director and Board officer elections to fill opening positions annually, preferably using electronic votes among all Association members. In-person ballots at the annual meeting or paper ballots sent and received by mail will augment electronic voting.
Section 3. Board Meetings
(a.) The President or the Secretary of the Board shall call the board’s meetings. The Board shall meet approximately once per quarter (four annual meetings). The Board may provide, by resolution, the time and place for holding additional meetings and notify the membership.
(b.) One Board meeting, usually held in the Fall (September, October, or November), will be designated as the Annual Business Meeting. In addition to regular business, this meeting will include the election of officers and an address by the President.
(c.) Upon written request to the President by any five Directors, the President shall call, within ten days, a meeting of the Board. Should the President fail to call such meeting so requested within the prescribed time, the requestors may issue such call, reciting the President's failure to convene a quorum of the Board. Any meeting held pursuant to such call shall be a legal meeting, and its actions deemed valid and binding as though such meeting had been called by the President.
(d.) Quorum will be set annually as a simple majority based on the number of Directors on the Board. All parliamentary matters not specifically defined in the Articles of Incorporation, or the Bylaws, shall be administered in accordance with Robert's Rules of Order.
(e.) Action Without a Meeting. The President may arrange voting by mail, electronic mail, or other suitable electronic system on any questions which may properly come before the Board. Ballots from at least half of the members of the Board must be returned to validate the vote on any question. A majority vote of the members voting shall be necessary for passage. In addition to the opportunity to vote for or against the questions under consideration, the ballot shall also allow Board members to postpone action on the question until sufficient information is provided to satisfy the reason for delay. The President shall indicate a time limit for returning these ballots and retain copies of each response for review, ratification, and recording in the official minutes at the board’s next regular meeting.
(f.) All Association members may attend Board meetings, and there will be time reserved for member input. With the exception of Unit Liaison Officers, non-members shall not participate in Board meetings.