ALMAE MATRIS ALUMNI CROATICA MID-ATLANTIC ASSOCIATION OF ALUMNI AND FRIENDS OF CROATIAN UNIVERSITIES

Article I. Name

The name of this organization is Almae Matris Alumni Croatica, Mid-Atlantic Association of Alumni and Friends of Croatian Universities, (AMAC).

Article II. Purpose

Almae Matris Alumni Croatica, Mid-Atlantic Association of Alumni and Friends of Croatian Universities is a non-profit professional association organized for scholarly, cultural, literary, humanitarian, charitable and educational purposes and dedicated to:

• Advancement of reputation and welfare of Croatian Universities.
• Promotion of scholarship, culture, literature, arts, education, and creativity related to Croatia.
• Stimulation and organization of discussions and activities contributing to scholarly, cultural, educational and social development of Croatian Universities, Croatia, and Croats.
• Gathering, creation and dissemination of information about the achievements of Croatian Universities, and Croatia and Croats in general, to the public in North America.
• Encouragement and support of creative young men and women from Croatia or of Croatian descent in pursuit of their educational or professional goals.
• Organization of charitable and humanitarian activities related to Croats and Croatia at home and abroad.

An auxiliary purpose of the Association is to provide its Members with a variety of communication channels, including publications, meetings, cultural and social affairs, exhibits and with services helpful to Members' professional and social development and advancement.

The membership is drawn from alumni and friends of Croatian Universities. No part of net earnings of the Association shall inure to the benefit of any Member or other individual except as reasonable compensation for specific duties performed at the direction of the Association. The Association shall not carry on propaganda or attempt to influence legislation, except as activities accessory to the pursuit of the above principal purposes for which it is organized.

Article III. Amendment

This Constitution may be amended by a vote of three quarters of the members of Association voting on the proposal of change. Such proposal may be by petition of a minimum of 35 members, filed with the Secretary, or by a proposal of the Board of Directors. Such proposal shall be voted upon within 100 days of the date of the petition or of the proposal of the Board. The Secretary will prepare and mail a copy of the proposed amendment, together with a ballot, to each Member, setting forth a date which shall be not less than 60 nor more than 70 days from the mailing of the ballot, by which latter date all ballots which are to be counted must be returned.

Article 1: Membership

Section 1.1 Memberships. The Board of Directors shall prescribe procedures for application for membership. The Board of Directors may invite appropriate individuals to become members. The Board of Directors shall have powers to terminate membership, as set forth in Section 1.6.

Section 1.2 Type of Membership. There shall be six classes of membership in the Association: Regular Members-Alumni, Regular Members-Friends, Student Members, Patrons, Donors, and Lifetime Members.

Section 1.3 Regular Memberships. Regular Alumnus Membership shall be available to any individual who is an alumnus/alumna or was a student of a Croatian University; Regular Friend Membership shall be available to any individual who whishes to support Croatian Universities and other activities of the Association. In addition, Regular Members-Alumni and Regular Members-Friends shall submit application forms, and meet such other qualifications as may be prescribed by the Board of Directors, and pay the currently stipulated Regular Membership dues. A Regular Member in good standing shall have all the privileges of membership, as established by the Board of Directors, including the right to vote and hold office in the Association.

Section 1.4 Patrons, Donors, and Lifetime Members. Membership as a Patron, Donor or Lifetime Member shall be available to any individual who has submitted an application form, has met such other qualifications as may be prescribed by the Board of Directors, and has paid the specially established and higher dues currently stipulated by the Board of Directors. A Donor, Patron, or Lifetime Member in good standing shall have all the privileges of Regular Members.

Section 1.5 Student Memberships. Student Membership shall be available to any individual who is regularly enrolled as a full-time student as defined by the student’s institution and who has submitted an application form, and met such other qualifications as may be prescribed by the Board of Directors, and has paid the currently stipulated Student Membership dues. A Student Member in good standing shall have the privileges of Regular Membership.

Section 1.6 Termination of Membership. Membership in the Association may be terminated when continuation is deemed detrimental to the interests of the Association, by a two-thirds vote of the entire voting membership of the Board of Directors. The Member so terminated may request and receive a review of termination by the Board of Directors within 60 days of original decision, or by the Members present at the next Annual Business Meeting of the Association. Continuation of termination of membership shall be by two-thirds of vote of the entire voting membership of the Board of Directors, or by majority vote of Members present and voting at the next Annual Business Meeting.

Article 2: Officers

Section 2.1 Elective Officers. The elected officers of the Association include: President, Vice-President, Secretary, Treasurer, and seven Directors-at-Large. These form the Board of Directors. All the elective officers shall serve for one administrative year, but may succeed themselves in the office.

Section 2.2. The President. The President shall perform all the duties customary to the office. The President shall serve as the Chair and preside at all Business Meetings of the Association and all meetings of the Board of Directors and the Board Executive Committee. With the approval of the Board of Directors, the President shall appoint: the Committee Chairs and members, Liaison Representatives, and tellers for Annual and Special Business meetings and mail ballots.

Section 2.3 Vice-President. The Vice-President shall perform all the duties customary to the office, and shall preside and act in temporary absence of the President.

Section 2.4. Secretary. The Secretary shall be in charge of the records, minutes and voting of the Association, and perform all other duties as customary to the office.

Section 2.5. Treasurer. The Treasurer shall be responsible for fiscal affairs and financial records of the Association.

Section 2.6 Directors-at-Large. The Directors-at-Large shall perform duties customary to directors of a corporation. They shall be elected among the Members of Association in good standing. A Director-at-Large may be appointed as a Chair of a committee, or as a Board Liaison to a committee or another society or organization.

Section 2.7. Succession. If the office of the President becomes vacant through resignation, incapacity or death, the Vice-President shall immediately assume the office of the president for the remainder of the administrative year, and the Board of Directors may select a Member, who may or may not be a member of the Board, to serve as Vice-President. If the office of any other officer becomes vacant, the Board of Directors may select another Member, who may or may not be a member of the Board, to serve for the remainder of the administrative year.

Section 2.8 Parliamentarian. The Association Parliamentarian shall be a Member versed in parliamentary procedures and shall be appointer by and serve at the pleasure of the President. The Parliamentarian shall attend all the Annual and Special Business Meetings of the Association and the meetings of the Board of Directors to provide the presiding officers with procedural counsel, including if selected, to preside over the meeting. At such time the Parliamentarian shall have a voice, but no vote.

Section 2.9 Ballots. Whenever any action requires a mailed ballot of the membership of the Association, the Secretary shall prepare the ballots, including instructions for use, and shall notify the Members that they may vote by returning the marked ballot to the Secretary and that, to be counted, ballots must be received by the Secretary on or before a specified date. The date so specified shall be no less than 30 and no more than 40 days from the mailing of the ballot. The Secretary shall supervise the tellers in counting all ballots, whether cast by mail or at an Annual or Special Business Meeting.

Article 3: Meetings of the Association

Section 3.1 Meetings and Conferences. The Board of Directors will provide for the holding of Annual Business Meetings, Special Business Meetings, and any such conferences as it shall deem necessary or expedient. The Board of Directors may delegate the conduct of conferences to Standing or Ad-Hoc Committees of the Association.

Section 3.2 Business Meetings. The voting Members of the Association, those of good standing, when assembled for the purpose of transacting Association business, shall constitute a Business Meeting of the Association. Subject to the delegation of the powers of the Association to other bodies and officers of the Association by the Bylaws, the Business Meeting of the Association shall hold all residual powers granted under its Certificate of Incorporation and Constitution. Any action taken at Business Meeting of the Association may, by Board of Directors action at its next meeting be referred to the voting membership, on or before the next ballot for acceptance or rejection. Failure of the Board of Directors to so act would immediately make the Business Meeting’s action final.

Section 3.3 Frequency. The Board of Directors shall provide for an Annual Business Meeting to be held in the last quarter of each calendar year. Special Business Meetings of the Association may be held at such times and places as the Board of Directors may determine. The President shall call a Special Business Meeting upon written request of a two-thirds majority of the Board of Directors or a written petition signed by thirty-five voting Members.

Section 3.4 Voting. Each Member, in good standing, shall be entitled to one vote at any meeting of the Association or in any mail ballot. In any balloting where there are more than two candidates for an office, the candidate(s) having the largest plurality shall be declared elected. If two or more candidates have the same number of votes, the tie shall be broken by lot.

Section 3.5 Quorum. At any Annual or Special Business Meeting of the Association the presence of thirty-five voting Members shall constitute a quorum.

Section 3.6 Rules of Procedures. The rules of procedures of all bodies of the Association shall be according to the Roberts Rules of Order (latest edition). The rules of procedures may be suspended by a majority of vote of those present and voting at any meeting.

Article 4: Dues and Finances

Section 4.1 Dues. Annual and lifetime dues shall be fixed by the Board of Directors and approved by Members by mail ballot, or at Annual or Special Business Meeting.

Section 4.2 Dues Conditions. The Board of Directors shall also decide the date when dues are payable, the conditions for withdrawal of privileges for non-payment, and the conditions for reinstatement of privileges

Section 4.3 Fiscal Year. The books and records of the Association shall be kept on a fiscal year to be determined by the Board of Directors.

Section 4.4 Audit. The Board of Directors shall make provisions for an annual audit of the accounts of the Association and for a report on the audit and accounts to the membership during the first quarter of the new fiscal year.

Article 5: Nominations

Section 5.1 Nomination Procedures. At least thirty days prior to each Annual Business Meeting, the Nominations Committee shall nominate nominees for each elective office to be filled, subject to conditions applying to all nominees. Any Member may propose names to the Nominating Committee for any position to be filled. The Nominating Committee shall include, as a nominee on the ballot, any person proposed in writing by twenty or more members. Nominations from the floor at the Annual or Special Business Meetings shall be accepted, subject to conditions applying to all nominees.

Article 6: Board of Directors and Other Bodies

Section 6.1 Board of Directors. The Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, and seven Directors at Large. Two-thirds or seven officers of the Board of Directors shall be Regular Members-Alumni. Since the Board of Directors constitutes the policy-making and managing body of the Association, it may delegate detailed administrative procedures or conduct of defined activities to individual Directors or other Members of the Association, or to Committees, and request and receive advice and recommendations from pertinent Committees or Members.

Section 6.2 Board Meetings. The Board of Directors shall meet at least twice a year and at such other times as the President may designate. The President shall convene a special Board meeting whenever requested in writing to do so by four members of the Board or by twenty-five Members of the Association. Board meetings shall be announced in advance to the membership and shall be open to the Members of the Association. Such visiting Members may have a voice but no vote. Invited guests of the Board may be given speaking but not voting privileges. By majority vote of the Directors, present and voting at any meeting, the Board of Directors may go into an executive session.

Section 6.3 Committees of the Board of Directors. There shall be one standing Committee of the Board of Directors: the Executive Committee, and such other Special and Ad Hoc Committees as appointed and authorized by the Board of Directors.

Section 6.4 Board Executive Committee. The Board Executive Committee shall consist of the President, who shall be its presiding officer, the Vice-President, the Secretary, the Treasurer, and one elected member of the Board of Directors appointed by the President. The Board Executive Committee shall oversee and conduct the operations of the Association, and shall have all the powers of the Board to transact business of an emergency nature when the Board is not in session. All transactions of this Committee shall be reported to the next Board of Directors meeting.

Section 6.5 Committees of the Association. There shall be a Nominations Committee as a Standing Committee of the Association, and such other Standing and Ad Hoc Committees of the Association as the Board of Directors shall decide. All members of Association Committees shall be Members of the Association. All Committees shall report to and receive guidance from the Board of Directors. And receive approval for decisions except as otherwise provided for in these Bylaws

Section 6.6 Nominations Committee. The Nominations Committee shall consist of five members, including the Vice-President, who shall be the Committee Chair. The other four members shall not be members of the Board of Directors; they shall be appointed by the President and approved by the Board of Directors.

Section 6.7 Ex-Officio Members of Committees. The President and Vice-President shall be ex-officio members of all Committees with voice but without vote, except as they may be designated by voting members of the Committee.

Article 7: Dissolution of the Association

Section 7.1 Dissolution. In the event of the dissolution of the Association, its assets shall be applied and distributed as follows:

a. All just liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provisions shall be made therefore
b. All other assets shall be transferred or conveyed, pursuant to a plan of distribution adopted by the Board of Directors and approved by membership vote, to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving Association, and organized and operated exclusively for educational, scholarly, cultural, literary, artistic, or charitable purposes.

Article 8: Amendment of Bylaws

Section 8.1 Amendment Procedures. These Bylaws may be amended by vote of two-thirds of the Members of the Association voting on the proposal for change. Such proposal may be by a petition of a minimum of twenty-five Members in good standing, filed with the Secretary, or by proposal of the Board of Directors. Such proposal shall be voted upon within 60 days of the date of petition or of the proposal of the Board of Directors. The Secretary shall prepare and mail a copy of the proposed amendment, together with a ballot to each Member, setting forth a date which shall be not less than 30 nor more than 40 days from the mailing of the ballot, by which later date all ballots must be returned to be counted. If approved the amendment shall be effective as of date of the next regularly scheduled meeting of the Board of Directors. Amendments may also be proposed at the Annual or Special Business Meetings of the Association by a proposal of the Board of Directors or by a written petition of a minimum twenty-five Members. If approved the amendment shall be effective as of the conclusion of the Business Meeting.

Section 8.2 Editorial Changes in Bylaws. The Board of Directors may make editorial changes in these Bylaws, provided that they do not affect Bylaws’ substance or meaning. They shall take effect upon such action, and shall be followed by proper publication to membership. Such changes shall include but not be limited to: changing the placement of sentences, Sections or Articles; renumbering Sections and Articles; changing terminology to make it uniform; and grammatical and other purely editorial changes.

Approved by the Board of Directors: 29. September 1991.
Approved by the Membership:
Editorial changes approved by the Board of Directors: