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Toledo Transcript
General Goals of the Law Alumni Association To promote pride and professionalism within the legal community by providing opportunities for increased knowledge, growth and expertise. To assist in securing the resources needed to enhance the standards of excellence within the College of Law through the Generosity of its alumni and friends. To create and rekindle a greater bond with the College of Law by providing enjoyable and fulfilling opportunities for involvement and communication with alumni and friends.
Mission Statement The objectives of The University of Toledo Law Alumni Association are to encourage alumni involvement with the College of Law, to promote professionalism and to enhance the standards of excellence of the College of Law.
The University of Toledo College of Law Alumni Association November 21, 1996 PREAMBLE ARTICLE I Name and Publication Section 1. The name of the organization shall be The University of Toledo, College of Law, Alumni Association. Section 2. The official publication of this organization shall be the Toledo Transcript or any other name deemed suitable by the Board of Governors.
ARTICLE II OFFICES Section 1. The principal office of the Association shall be at the University of Toledo, College of Law, 2801 West Bancroft Street, Toledo, Ohio 43606.
ARTICLE III PURPOSES The purposes of this Association shall be as follows: A. A voluntary, unincorporated Association whose objects and purposes are to serve the alumni of The University of Toledo, College of Law, and to promote the welfare of the College of Law locally, nationally and internationally. B. To stimulate among its members and the general public a continued interest in The University of Toledo, College of Law. C. To assist in the organized efforts to encourage a continued flow of outstanding student candidates for The University of Toledo, College of Law. D. To help meet the needs of The University of Toledo, College of Law for financial assistance from public and private sources. E. To develop a wider acquaintanceship and fellowship among those who teach the law and those who practice in the profession of law. F. To foster and maintain the honor, dignity and integrity of the profession of law and to promote the due administration of justice. G. To encourage, promote, maintain and perpetuate the friendships and personal associations established by the study of law at The University of Toledo College of Law. H. To aid and assist graduates of The University of Toledo College of law, in securing employment in legal fields of employment, including placement in law offices or in activities closely related to the practice of law. I. To promote, stimulate, encourage and assist The University of Toledo College of Law, Alumni Association members in maintaining and improving their knowledge and understanding of jurisprudential and business principles. J. To serve as an Advisory Committee to the Dean and the faculty of The University of Toledo, College of Law. K. To do any and all things whatsoever which may be necessary, useful and proper in order to accomplish the above purposes.
ARTICLE IV MEMBERSHIP Section 1. Regular Members. All persons who have been graduated from or have received honorary degrees from the University of Toledo College of Law, shall be regular members of the Association. Section 2. Honorary Members. All active and emeritus members of the faculty and administrative offices of The University of Toledo College of Law, shall be honorary members of the Association. Persons who have gained distinction in the legal profession, and persons who have rendered service or have made significant contributions to The University of Toledo College of Law and its students or alumni may also be elected as honorary members of the Association by action of the Board of Governors. An honorary member shall not be eligible to vote, hold office or serve as member of the Board of Governors.
ARTICLE V MEETINGS OF THE MEMBERS Section 1. Annual Meeting. The annual meeting of the members of the Association shall be held prior to the end of each fiscal year, at such time and place as the Board of Governors may designate. Section 2. Special Meetings. Special meetings of the members may be called by the Board of Governors acting by majority vote or by the President of the Association. Section 3. Notice. Notice of meetings appearing in the official publication of the Association or by regular mail shall constitute notice to the members. Section 4. Quorum. A majority of those present shall constitute a quorum for the transaction of business at all meetings of members of the Association. The vote of a majority of the members present at a meeting shall be necessary for the adoption of any matter voted upon by the members. Only regular members shall be entitled to vote at any meeting of the members.
ARTICLE VI GOVERNMENT The Government of the Association shall be vested in a Board of Governors, an Executive Committee and the duly elected officers. The general management of the affairs of the Association shall be exercised by the Executive Committee and the duly elected officers subject to the approval of the Board of Governors. The Board of Governors shall determine all matters of policy.
ARTICLE VII BOARD OF GOVERNORS Section 1. Authority . The legislative authority of the Association shall be vested in the Board of Governors and it shall represent the membership of the entire Association in determining all matters of policy. Section 2. Composition of the Board. The Board of Governors shall be composed of (a) the officers enumerated in Article VIII; (b) all previous Presidents of the Association; (c) twenty-four (24) at-large representatives for a term of three (3) years each, with one-third (1/3) of said terms from each class of representatives defined in Section 3, ending each fiscal year, or until their successors in office are duly elected and qualified; and (d) eighteen (18) regional representatives, three (3) to be appointed from each of the six (6) regions for a term of three (3) years, each with one-third (1/3) of said terms from each region ending each fiscal year, or until their successors are appointed. Section 3. At-large Representatives. The at-large representatives shall be selected from the following graduating classes from the College of Law as of the date of the election of said representatives: Graduating Class Number of Representatives Within 3 Years...................................................... 3 4 through 8 Years................................................. 3 9 through 13 Years............................................... 3 14 through 18 Years............................................. 3 19 through 23 Years............................................. 3 24 through 28 Years............................................. 3 More than 28 Years.............................................. 6 At-large representatives shall be eligible for re-election. Except for appointments to fill vacancies, the term of office shall commence effective the 1 st day of July following the date of the election. Section 4. Regional Representatives. The United States shall be divided into the following regions, towit: Region 1 - New England : This region shall include the following states namely, Maine, Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island and New York. Region 2 - Mid Atlantic : This region shall include the District of Columbia and the following states namely, Pennsylvania, New Jersey, Delaware, Maryland, Virginia and West Virginia. Region 3 – Southeast : This region shall include the following states namely, North Carolina, South Carolina, Georgia, Florida, Alabama, Mississippi, Tennessee, Kentucky, Louisiana and Arkansas. Region 4 – Mid West : This region shall include the following states namely, Alaska, Arizona, California, Colorado, Hawaii, Idaho, Kansas, Montana, North Dakota, Nebraska, New Mexico, Nevada, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming. Region 6 – Ohio : This region shall include the state of Ohio. Regional representatives shall be eligible for reappointment. Except for appointment to fill vacancies, the term of office shall commence the 1 st day of July following the date of the election. Section 5. Vacancies Prior to Expiration of Term. Vacancies prior to the expiration of the term of office of any at-large or regional representative on the Board of Governors because of death, resignation or otherwise, shall be filled by the President. Section 6. Regular Meetings. Regular meetings of the Board of Governors shall be held no less than three (3) time each year, the exact time and place of each meeting to be set by the President upon due notice having been given to all Board of Governors. Section 7. Special Meetings. Special meetings may be called by the Board of Governors acting by a majority vote or by the President of the Association. Section 8. Quorum. Thirteen (13) members of the Board of Governors shall constitute a quorum for the transaction of all business at any meeting of the Board of Governors. A majority vote of those members of the Board of Governors present at a lawfully constituted meeting of the Board of Governors shall be sufficient to carry any resolution, motion or proposal. Section 9. Appointment of Regional Representatives. The President of the Association will appoint all regional representatives to the Board of Governors. Section 10. Nominations and Elections of At-Large Representatives. At-large representatives of the Board of Governors from the various classes as defined in Article VII, Section 3, shall be selected by a seven (7( person Nominating Committee which shall be composed of three (3) members of the Board of Governors selected by the President, the President Elect, the immediate past President, the Dean of the College of Law and the Chief Administrator of the Alumni Office of the College of Law. The President shall not be a member of the Nominating Committee. The President Elect shall serve as Chairperson. Only members on the Board of Governors who have completed one (1) year of service on the Board of Governors at the time of the appointment shall be eligible to serve on the committee. The Nominating Committee shall prepare a slate of candidates each year for election to each available at-large representative seat on the Board of Governors that will be or become vacant as of the 1 st day of July following the date of election. The Nominating Committee shall seek nominations for the Board of Governors from the Association. The Nominating Committee shall submit the slate to the Executive Committee for approval at least thirty (30) days prior to the annual meeting of the members of the Association. At-large representatives of the Board of Governors recommended by the Nominating Committee and affirmed by the Executive Committee shall be elected at the next annual meeting of the members of the Association. Such candidate shall be considered in automatic nomination at the annual meeting, provided always that further nominations for each vacancy of the Board of Governors may be received from the floor at such annual meeting. In the event any nominations are made from the floor so that there are more candidates running for election than there are vacancies on the Board of Governors, then, and in such event, the election shall be by written secret ballot and those candidates receiving the highest number of votes as there are vacancies shall be elected. The term of office shall commence effective the 1 st day of July following the date of the annual meeting at which they were elected and shall expire in the subsequent year or years in which their respective term ends. In selecting candidates for the positions of at-large representatives on the Board of Governors, the Nominating Committee shall take into account such criteria as it deems necessary in order to affect a broad representation of active members on the Board of Governors. Section 11. Advisory Committee to the Dean. The Board of Governors shall also serve as an Advisory Committee to advise and consult with the Dean and the faculty of the College of Law when required. The Dean will be asked at each meeting of the Board of Governors to report on any current activities that has occurred since the last meeting of the Board of Governors. Section 12. Conduct of meetings. Meetings of the Board of Governors shall be presided over by the President. The Secretary of the Association or in the Secretary’s absence, a person chosen at the meeting shall act as Secretary of the meeting. Section 13. Action by Unanimous Written Consent. If and when the Board of Governors shall severally or collectively consent in writing to any action to be taken by the Association either before or after the action is taken, such action shall be valid as though it had been authorized at a meeting of the Board of Governors and the written consents shall be filed with the minutes of the proceedings of the Board of Governors. Section 14. Telephonic Conferences. Any representative on the Board of Governors may participate in a meeting of the Board of Governors by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other after a full disclosure of the names of the participants and composition of the meeting. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
ARTICLE VII OFFICERS Section 1. Officers . The officers of the Association shall be a President, a President Elect, a Secretary and a Treasurer who shall be elected by the Board of Governors. Each officer shall be a member of the Association. Each officer shall hold office for a term of one (1) year or until their respective successors are duly elected and qualified. Their term of office shall commence effective the 1 st day of July following the date of their election. Any officer may be removed from office at any meeting of the Board of Governors with or without cause whenever in their judgment the best interest of the Association will be served thereby. Any officer may resign by written notice to the Association. The resignation shall be effective upon its receipt by the Association or at any subsequent time specified in the notice of resignation. The Board of Governors shall have power to fill any vacancies for the remaining term in any offices occurring for whatever reason and the term shall commence immediately upon such election. Section 2. President. The executive power of the Association shall be vested in the President of the Association. The President shall serve as Chairman of the Board of Governors and shall preside at all meetings of the membership and at all meetings of the Board of Governors. The President shall appoint all chairpersons and members of all committees and shall make all other appointments not otherwise herein provided for which shall be established from time to time by the Board of Governors. The President shall perform such other duties as are commonly performed by the chief executive of a voluntary organization or as may be assigned to the President from time to time by the Board of Governors. Section 3. President Elect. The President Elect shall perform all duties of the President in the case of the President’s absence or disability and shall succeed to the office of President in the event of the President’s withdrawal or resignation or at the end of the President’s term. The President Elect shall succeed to the office of President without the necessity of a vote by the Board of Governors. The President Elect shall also perform such other duties as may be assigned to the President Elect by the President or the Board of Governors. Section 4. Treasurer The Treasurer shall maintain records of all financial transactions of the Association and shall make periodic reports to the Association. The Treasurer shall succeed to the office of President Elect in the event of the President Elect’s withdrawal or resignation or at the end of the President Elect’s term without the necessity of a vote by the Board of Governors. The Treasurer shall further perform such powers and duties as ordinarily pertains to the respective office or such additional powers or duties as may be delegated to the Treasurer by the Board of Governors or the President. Section 5. Secretary. The Secretary shall attend all meetings of the Board of Governors and shall record all votes in the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall succeed to the office of Treasurer in the event of the Treasurer’s withdrawal or resignation, or at the end of the Treasurer’s term without the necessity of a vote by the Board of Governors. The Secretary shall give or cause to be given notice of all meetings of the Board of Governors for which notice may be required and shall perform such other duties as may be prescribed by the Governors or by the President. The Executive Committee shall submit a nominee or slate of nominees to the Board of Governors for the office of Secretary prior to the last regular meeting of the Board of Governors of each fiscal year. The Secretary for the coming fiscal year shall be elected at the last regular meeting of the Board of Governors for the fiscal year from the nominee or nominees recommended by the Executive Committee or from a nominee or nominees made from the floor.
ARTICLE IX EXECUTIVE COMMITTEE Section 1. Composition . The Executive Committee shall be composed of the Immediate Past President, President, President Elect, Secretary and Treasurer of the Board of Governors and two (2) at-large members of the Board of Governors as selected by the President. The President shall serve as Chairperson. In the President’s absence, the President Elect shall serve as Chairperson. The Chief Administrator of the alumni office for the College of Law shall be an ex-officio non-voting member of the Executive Committee. Section 2. Authority. The Executive Committee shall assist the President in administering and overseeing all of the activities of the Association between meetings of the Board of Governors. A report of the activities of the Executive Committee shall be given by the President at every meeting of the Board of Governors. Any action taken by the Executive Committee and not specifically objected to by the Board of Governors at its meeting subsequent to such action shall be construed to be approved by the Board of Governors. Section 3. Meetings. The Executive Committee shall fix the time and place of its regular meetings but the Committee shall meet at least once between meetings of the Board of Governors. Special meetings may be called at the discretion of the President or upon the request of any three (3) members of the Executive Committee. A majority of the Committee shall constitute a quorum sufficient to conduct the business of the Committee. In the absence of a quorum, the meeting may be adjourned to a time and place fixed by those members present.
ARTICLE X COMMITTEES Committees of the Board of Governors may be appointed from time to time by the President, with the approval of the Board of Governors, to perform such duties as may be assigned thereto by the President and/or Board of Governors and to report their progress of accomplishments to the President or in the case of the absence, death or disability of the President, to the President Elect. Such reports to be in turn conveyed to the Board of Governors. Each such committee shall serve for not more than one (1) year or until discharged, if the work thereof is completed in a lesser time.
ARTICLE XI DUES Annual dues may be set by the Board of Governors and may be charged from time to time. Members whose dues are currently paid shall be considered in good standing and only members in good standing shall be entitled to vote, hold office and serve as a member of the Board of Governors of the Association.
ARTICLE XII FISCAL YEAR The fiscal year of the Association shall begin on the 1 st day of July and shall end on the 30 th day of June.
ARTICLE XIII CONSTRUCTION This Constitution shall be construed under the laws of the State of Ohio.
ARTICLE XIV PARLIAMENTARY AUTHORITY Roberts’ Rules of Order, newly revisited, shall be the parliamentary authority where there is no conflict between said rules and this Constitution. If there is a conflict between Roberts’ Rules of Order and this Constitution, the Constitution shall prevail.
ARTICLE XV EFFECTIVE DATE This Constitution shall supersede all other constitutions and shall become effective upon a majority of the votes cast in favor of ratification of this Revised Constitution in a vote conducted by mail to all members of the Association.
ARTICLE XVI PROXY VOTING Neither members nor Board of Governors shall be permitted to vote by proxy but must be present at such meeting to exercise their voting rights.
ARTICLE XVII AMENDMENT This Constitution may be changed, altered or amended by majority vote of those members present at any annual or special meeting of the Association, provided that notice of the proposed changes, alterations or amendments have been given to the members at least thirty (30) days prior to such meeting and that such amendments have been approved by the Board of Governors |