Bylaws of the American College Alumni Association Catholic University of Louvain

These American College Alumni Association Catholic University of Louvain Bylaws were approved by the American College Alumni present at the ACAA business meeting held in Leuven, Belgium on Saturday, August 12, 2017.


AMERICAN COLLEGE OF LOUVAIN ALUMNI ASSOCIATION

BYLAWs


Article One

Name

The name of the organization is the American College Alumni Association Catholic University of Louvain   It is also known as the American College Alumni Association and the ACAA.  In these Bylaws, it is also referred to as the Association.

Article Two

Mission/Purpose

A. The American College Alumni Association is organized to:

  1. enable fellowship among those who have been educated in the Faculties of Theology, Canon Law, or Philosophy at the KU Leuven/UCL;
  2. promote continuing education in Theology, Canon Law, and Philosophy for its members and for others as the members deem appropriate and as resources allow; and
  3. support its members’ ongoing formation in their various roles within the people of God.

B. The activities of the organization shall be limited to those activities authorized under section 501 (c)(3) of the United States Code governing the Internal Revenue Service.

Article Three

Membership

Section A Full Membership

Full membership in the American College Alumni Association is conferred on any person who has:

  1. resided in the American College of Louvain while studying Theology, Canon Law, or Philosophy at KU Leuven or L’Université Catholique de Louvain for at least one full semester; or
  2. residedin the American College of Louvain while participating in one of the less-than-a-semester programs offered or sponsored by the American College such as the Summer Program, a Short Term Sabbatical or a Conference of at least one week in duration; or
  3. served as a full-time staff member of the American College or as a member of an American College Advisory Board; and
  4. paid an annual dues in an amount as determined by the Board of Trustees. 

Section B Honorary Membership

The Association may grant honorary memberships as it sees fit and may recognize other persons, as appropriate, as “Friends of the American College”.

Section C Members’ Rights 

Full membership includes the following rights for each member:

  1. To cast a deliberative vote concerning all substantial matters regarding the business and future of the association – matters reserved to a vote by the entire membership include but are not limited to electing the members of the Board of Trustees, approving the annual budget for the ACAA including the amount of the annual contribution to be requested of the members, and approving or amending the Bylaws of the Association and Articles of Incorporation;
  2. To make proposals and to propose amendments to proposals to be considered by the membership;
  3. To nominate and to be nominated (unless limited elsewhere in these Bylaws) to one of the offices, committees, or task forces of the Association; and
  4. To restrict access to one’s own personal information provided to the Association.
  5. Exercise of the rights delineated in Article Three, Section C, 1. through C, 4. is limited to those Members of the Association who are current in their dues, unless granted a waiver by an act of the Board of Trustees. This provision shall take effect only after the Board has established and implemented the procedures for the collection of annual dues from eligible members.
  6. Any deliberative vote as delineated in Section C.1 supra may be conducted by voice or written vote in person at the annual Meeting or a meeting convened for such purpose.

Section D Members’ Support

Members of the association may be asked for an annual contribution in an amount proposed by the Board of Trustees and approved by the membership.

Section E Members and the Board of Trustees

Members are to receive reports concerning any meetings of the Board of Trustees through email, ACAA website, and other social media approved by the Board and accessible by the members.  Members are to be invited to make comments, criticisms and suggestions on the proceedings, projects, and board policy and, if necessary, to call for an all-membership vote.  Members are to be encouraged to recommend nominees to serve as members of the Board of Trustees and to serve as a member of the Board or of one of the committees or task forces established for the benefit of the Association.

Article Four

Board of Trustees and Duties

A. The affairs of the Association shall be managed by its Board of Trustees (hereafter referred to as Board). Except as limited by the Articles of Incorporation and the Bylaws, the Board shall have the power and authority to do all acts and perform all functions that the Association may do or perform.   It shall develop and propose the annual budget of the ACAA for membership approval by a deliberative vote. It may establish policies and procedures consistent with these Bylaws for the regulation of its own proceedings and those of its officers, employees, or committees. An annual meeting of the Board of Trustees and open to the entire membership (hereinafter “the annual Meeting”) shall be held in conjunction with an annual alumni reunion or, if a reunion is not scheduled for a given year, on the day and month of the year to be established by the Board in consultation with the membership at a mutually convenient location. Quorum for the annual Meeting is established by those who are present for a called annual Meeting.

B. In addition to other duties herein enumerated, the Board may establish and terminate ad hoc committees composed of members of the Board or other members of the Association; audit bills; disburse funds; print and circulate documents; publish articles; employ agents; and devise and execute such other measures as they deem proper and expedient to promote the objects of the Association and to protect the interest and welfare of the members.

C. The Board shall consist of five, seven or nine members: the President; the Vice-President; the Secretary; the Treasurer; the immediate Past-President; and, where possible, two or four Members-at-Large. It is desired there be an odd-numbered members of the Board. No one person shall hold more than one office. All members of the Board shall be drawn from the group of Full Members of the American College Alumni Association.

D. The President shall serve a one year term followed by a one year term as Immediate Past-President.  The Vice-President/President-Elect shall serve a one year term followed by a one year term as President then a one year term as Immediate Past-President.  All other members of the Board, i.e., Secretary, Treasurer, and Members-at-Large, will serve a term of two years.  New Trustees shall be elected as existing Trustees complete their terms.  The terms of Trustees shall begin upon being elected. Trustees may be elected to successive terms.

Only fully-paid dues Members in good standing shall be entitled to vote. The election of Trustees shall be conducted at the annual Meeting. The election shall be conducted by voice or written vote in person at the annual Meeting or a meeting convened for such purpose.

E. The members of the Board are not limited to terms of office and may serve for consecutive terms.

F. Any Trustee may at any time resign as such effective either immediately or at a specified later date, by written resignation delivered to the Secretary of the Association or if it be the Secretary, to the President of the Association.

G. Whenever a vacancy in the Board occurs due to any cause other than expiration of their term of office, the vacancy shall be filled by Board selection of a temporary Trustee who shall serve for the balance of the unexpired term left by the vacancy.

H. At all meetings of the Board, a majority of the Trustees then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.

I. Except where otherwise required by law, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the Trustees present at a duly held meeting of the Trustees shall be sufficient for any action. The Board may lawfully conduct business and voting via electronic communication or conferencing at the discretion of the President.  The results of any action so taken will be recorded in the minutes at the next annual Meeting, noting an action taken electronically, with the date of the action.

J. All actions of the Board shall be reported to the members in a timely fashion via email, posted on the ACAA website and other social media approved by the Board. In any event, however, such actions shall be reported to the members at least twice annually.

K. Trustees as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Trustee from serving the Association in any other capacity and receiving compensation thereof provided it is in compliance with the regulations of the United States Internal Revenue Service.

L. Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting, or appearing to act, in an impartial manner on the matter, will voluntarily recuse him/herself and will vacate the meeting venue to refrain from discussion and voting on said item.

M. The Treasurer shall regularly present a financial report to the Board detailing all receipts and dispersals of funds and providing an analysis of the financial status of the Association. The Board shall appoint an Auditor to audit the financial records of the Association if deemed necessary by a simple majority of the Board or as requested by at least twenty percent (20%) of those voting at an annual Meeting or as required by the United States Internal Revenue Service. The cost of the audit shall be assumed by the Association. An annual financial report shall be distributed to the members at the next annual Meeting or upon request by any member of the Association.

N. Trustees are to be nominated from among the full members of the Association. Normally elections will take place at the annual Meeting. A call for nominees shall be considered rolling throughout the entire calendar year but shall terminate one week prior to the annual Meeting. If no nominations are presented during the calendar year, nominations may be accepted from the floor of the annual Meeting. The rolling call for nominees to the entire membership shall be permanently published on the ACAA website as well as any other appropriate media posting decided by the Board.

O. All Trustees shall be elected by a majority of the full members who cast a vote by voice or written vote in person at the annual Meeting or a meeting convened for such purpose. With the permission of the person being nominated, candidates to serve on the Board may be nominated by any individual member. Prospective Board members shall submit a short biography introducing themselves to any other member who requests it.

Article Five

Duties of Officers

A. The President is chair of the Board, shall perform those duties usually pertaining to those offices and shall, personally or through others, oversee membership meetings.

B. The Vice-President shall perform those duties usually pertaining to this office and shall, personally or through others, oversee the nomination and election of members to the Board and of the balloting on any proposal to be voted on by the membership.

C. The Secretary shall perform those duties usually pertaining to this office and shall, personally or through others, oversee the membership database, all communications between the Board and the members including email, ACAA website or other ACAA social media.

D. The Treasurer shall perform those duties usually pertaining to those offices and shall, personally or through others, oversee fundraising activities and the awarding of grants and scholarships.

E. The Immediate Past-President shall serve as an advisor to the Board and performs those duties as decided by the Board.

F. The At-Large Members shall represent the views, concerns and interest of the entire membership. 

Article Six

Technological Advances

The Board as well as all committee or task forces established by the Board should use the most ecological and efficient technologies to transact ACAA business.

Article Seven

Rules of Order

The rules of parliamentary procedure as laid down in Robert's Rule of Order shall govern all meetings of the Association when not in conflict with the Articles or Bylaws except when twenty percent (20%) of the Trustees or members present at a meeting demand a written ballot, in which event a written ballot shall be so taken.

Article Eight

Amendment of Bylaws and Articles

These Bylaws and the Association’s Articles of Incorporation may be amended at any time and from time to time by the affirmative vote of the majority of the members casting a ballot.   Notice of any proposed amendment(s) shall be given to all the members via email, posted on the ACAA website and other social media approved by the Board no more than ninety but no less than seven days before a deliberative vote by the members is to be taken.  The voting process shall be supervised and monitored by a member of the Board or another member or by a committee as appointed by vote of the Board.

The dissolution of this Association shall occur when voted upon by a simple majority of the voting members at an annual Meeting taken by voice or written vote in person at the annual Meeting or a meeting convened for such purpose; or, automatically when a full Board of Trustees cannot be empaneled at an annual Meeting or a meeting convened for such a purpose as required by these By-Laws; or, when a full Board of Trustees cannot be empaneled as required as a tax-exempt organization under section 501(c)(3) of the United States Internal Revenue Code.

In such an event, the Association shall assume all legal costs to conclude the Association’s existence as a tax-exempt organization under section 501(c) (3) of the United States Internal Revenue Code. All remaining monies shall be dispersed to an organization affiliated with KU Leuven/UCL as determined by a simple majority of the voting members then voting for dissolution.


These American College Alumni Association Catholic University of Louvain Bylaws were approved by the American College Alumni present at the ACAA business meeting held in Leuven, Belgium on Saturday, August 12, 2017.

Christopher J. Fusco, Esq.

President

Reverend Anthony E. Bawyn

Vice-President / President-elect

Reverend John Kleinwachter

Secretary

Reverend William Wegher

Treasurer

Professor John A. Dick

Member At-Large

Reverend Ted F. Tumicki

Member At-Large

Reverend Robert Flannery

Past-President