BTS revision – March 17, 2025

Walla Walla University Alumni Foundation Constitution and Bylaws

ARTICLE I: Name and Place of Business

The name and place of business shall be: Walla Walla University Alumni Foundation (formerly the Walla Walla University Alumni Association.) Its principal place of business shall be: Havstad Alumni Center, 20 SW 4th Street, College Place, Washington.

ARTICLE II: Purpose The purpose of the Alumni Foundation is to support Walla Walla University in achieving its charitable purposes and goals and to support continued alumni engagement with the University.

To fulfill this purpose, the Foundation has the following goals:

· To preserve the heritage of the University;

· To promote a strong alumni-University relationship;

· To support the Alumni Council, which works with the University’s Associate Vice President for Alumni Engagement in representing the interests of alumni to WWU leadership and creating alumni programming;

· To provide ongoing support for the operation of the Havstad Alumni Center, which serves as the center for alumni engagement on campus

· To provide financial support to the operation and/or infrastructure of WWU;

· To aid in financial support of current students through scholarships awarded annually.

ARTICLE III: Membership Alumni Members are anyone who has been a student, faculty member, administrator or a staff member at Walla Walla University, Walla Walla College, Portland Sanitarium and Hospital, or College Place Trade School. Each member shall be entitled to voting rights for the Alumni Foundation. Alumni Members, with the exception of those currently on the WWU payroll, are eligible to hold elected offices. Membership as a WWU Alumni member shall be for life.

ARTICLE IV: Powers

The powers of the Alumni Foundation shall be vested in the Alumni Foundation Board.

The Alumni Foundation Board shall have the power to conduct, manage, and control the affairs and business of the Alumni Foundation as it may deem best, but not inconsistent with the Alumni Foundation’s charitable purpose, its Constitution and Bylaws, and Articles of Incorporation, or the laws of the State of Washington.

The Alumni Foundation shall possess the following powers:

1. To act as trustee under any trust incidental to the principal objects of the Alumni Foundation and to receive, hold, administer, and expend funds and property subject to such trust and to the parameters stated in B above;

2. To receive real and personal property by gift, devise or bequest (subject to the laws regulating the transfer of property), and otherwise to acquire and hold all real or personal property, including shares of stocks, bonds, and securities of other corporations or individuals;

3. To convey, exchange, lease, mortgage, encumber, transfer upon trust or otherwise dispose of all property, real or personal;

4. To enter into contracts;

5. To borrow money, contract debts, and issue bonds, notes, and debentures, and secure the same;

6. To do all other acts necessary or expedient for the administration of the affairs and attainments of the purposes of the Alumni Foundation.

ARTICLE V: Administration Section 1: The Alumni Foundation Board

A. Membership-The Alumni Board shall consist of not less than seven members described below, each of whom shall have one vote:

1. Three elected officers, namely:

1. Board Chair/President

2. Secretary

3. Treasurer

2. Not less than three members elected from among the Alumni Members.

3. One ex officio member from the Walla Walla University administration, as determined by WWU.

1. The ex officio members shall serve during his or her term of administrative office at Walla Walla University.

B. Duties

1. To conduct, manage, and control the affairs, business, and property of the Alumni Foundation;

2. To acquire property rights and privileges for the Alumni Foundation on terms and conditions consistent with the Articles of Incorporation;

3. To remove any officer or Board member for adjudicated criminal misconduct or egregious moral misconduct, or negligence in performance of Alumni Board duties. A two-thirds majority vote of the Board members voting shall be required to take this action.

4. To appoint an Alumni Member to complete the unexpired term of an officer or Board member unable to complete his/her term of office (see Article V, Section 3, D).

5. To attend and participate in the annual Alumni Foundation business meeting;

6. To appoint committees as needed and as required by this constitution;

C. Meetings

The Board shall meet at the call of the Board Chair/President at such time and place as the Chair shall appoint, with a minimum of two meetings per year.

1. The first meeting of the Board shall be held within 120 days after July 1.

2. Written or oral notice shall be given to each Board member at least 10 days before any regular meeting.

3. Special meetings of the Board may be called at any time by the Board Chair/President.

4. A majority of the total board membership present at any regularly called meeting of the Board shall constitute a quorum to transact business.

Section 2: The Alumni Foundation Officers

A. Officers and Their Duties

1. Board Chair/President It shall be the duty of the Board Chair/President:

· a. To call and to preside over all regular and special meetings of the Board;

· b. To call special meetings of the Board when necessary;

2. Secretary It shall be the duty of the Secretary:

· a. To serve as a member of the Foundation Board;

· b. To be responsible for recording the minutes of meetings of the Board and the Business Meeting;

· c. To ensure that there is a permanent record of all Board and Alumni Member meeting minutes in the predetermined storage, whether by hard copy or digital/cloud storage.

3. Treasurer It shall be the duty of the Treasurer:

· a. To serve as a member of the Board;

· b. To have custody of and account for all Alumni Foundation funds, and to monitor all transactions to ensure they follow generally accepted accounting procedures;

· c. To prepare quarterly financial and investment reports for the Foundation Board;

· d. To help prepare, with the accountant, the required federal and state tax forms.

· e. Prepare an annual budget to be voted on by the Foundation Board

· f. To ensure that all financial records are properly maintained and preserved.

· g. Make financial presentation to all constituents at annual meeting.

Section 3: Election of Alumni Foundation Board Members and Officers.

Alumni Foundation Board Members and Officers will serve for three year staggered terms. When each Member’s or Officer’s term is set to expire, the Alumni Members shall elect new Officers and Board Members from the list of nominees (see Section A. 3 below).

A. Nominations 1. Nominating Committee guidelines shall be reviewed annually by the Board.

2. The Board Chair/President will appoint a sub-committee chair for a Nominating Committee annually. Nominating Committee members may be Alumni Members.. The WWU staff representative shall also serve on the committee as a non-voting member. In making appointments, the Nominating Committee shall give due consideration to balance in gender, graduation era, field of expertise, etc.

3. The Nominating Committee may choose one or two nominees for each elected Board Member or Officer position.

4. The Nominating Committee’s final report shall be submitted to the Board. B. Voting Election of Alumni Foundation Board Members and Officers shall be conducted online. When requested by an Alumni Member, a voting ballot can be received and submitted through regular mail. To be counted, the votes must be confidential and identifiable and received by the Election Board no later than April 15.

C. Election Board The Nominating Committee shall serve as the Election Board. The nominee who receives a plurality of the votes cast for an office shall be elected to such office. The Election Board shall count the ballots and certify the election results.

D. Tie Votes When two nominees for any elected Board or Officer position receive the same number of votes the Foundation Board shall vote to break the tie.

Section 4: Terms of Office

All newly elected officers and Board members shall enter upon their respective duties July 1. All elected Board members shall serve staggered three-year terms. The Board shall appoint an Alumni Member to complete the unexpired term of an elected Officer or Board member who is unable to complete his or her term of office (see Article V, Section 1, B, 4 and 5).

ARTICLE VI: WWU Alumni Staff Member The University Administration shall appoint a member of the WWU alumni and development staff to serve on the Board.

The staff member is an employee of the University whose duties are outlined in a job description crafted by the University.

The staff member acts as a liaison between the University and the Alumni Foundation Board.

The staff member serves as a member or observer of all committees appointed by the Foundation Board.

Article VII: Financial Matters The Treasurer shall have custody of and account for all Alumni Foundation Funds. With the assistance of the accountant, all financial transactions will be segregated to maintain the segregation of duties needed to ensure that all funds are properly accounted for.

Section 1: Alumni Foundation General Funds Alumni Foundation funds may be used for expenses pertaining to the operation of the Foundation. Officers are authorized to sign contracts, checks, and legal obligations in accordance with the Board approved internal audit procedures. Officers shall have the power to appropriate funds, not to exceed $5000 annually, for routine current expenses.

The Alumni Foundation Officers and Board Members shall serve without salary or remuneration from the Alumni Foundation for their services with the exception of the accountant and treasurer. These two positions will be paid as determined annually by the Board.

Section 2: Endowment Trust Funds The Alumni Foundation has two Endowment Trust Funds – the Helen Wineberg Kendall Alumni Association Endowment Trust Fund and the Dr. Anah Wineberg Winton Scholarship Endowment.

A. The Helen Wineberg Kendall Alumni Association Endowment Trust Fund.

The principal of the Endowment Trust Fund shall remain in perpetuity a separate and distinct fund owned and administered by the Alumni Foundation Board in compliance with the laws of the State of Washington regarding endowed funds.

This endowment originally raised $743,910.28. The donors stipulated that the funds not be touched until returns brought the balance up to $1,000,000. An additional $55,514 was donated with permanent restriction. Thus, the permanently restricted balance of principal sits at $1,055,514.

Alumni Association Board Action on 9/26/2000 (#13-00) requires that one and one half times the Consumer Price Index of the fund balance “be retained each year to protect principal”. These funds are recorded as Board Designated Net Assets.

Annually, the endowment earnings can be utilized by using up to 4% of the rolling average of the previous three year’s endowment balance. The permanently restricted portion of this endowment shall never be spent or depleted. The WWU Alumni Foundation Officers will have access to these endowment earnings and can vote to use them for the following purposes:

· Scholarships, Grants and Endowments to benefit current and future students enrolled at Walla Walla University.

· Projects sponsored by Walla Walla University that will aim to enhance and further student life and comfort in facilitating their learning journey.

· Funding for the Havstad Alumni Center that includes, but is not limited to, capital improvements and staffing needs.

· Operations for facilitating different events that foster alumni relationships.

· General operations as needed to fulfill the purposes of the Alumni Council.

· Any other funding approved by the Foundation Officers to aid the betterment of Walla Walla University

B. The Dr. Anah Wineberg Winton Scholarship Endowment.

The administration of this scholarship will be under the jurisdiction of the WWU Alumni Foundation Officers according to its usual delegation of responsibility. The amount available for scholarships can be divided into whatever number of scholarships the governing board deems advisable. The awardees must be selected among women whose career goal is to become a physician using the following criteria:

· Good Citizenship.

· Grade point averages acceptable to reputable medical schools.

· Financial need.

· Class standing of either a junior or senior for the year in which the award is to be used.

This endowment started with a balance of $80,000 that must be permanently restricted. Annually, five percent of the rolling average of the previous three year’s fund balance will be used to award scholarships. The permanently restricted balance shall never be depleted.

Section 3. Endowment Investment and Management

The Endowment Trust Fund shall be invested by the Officers entirely independently from Walla Walla University.

The Endowment Trust Fund is currently managed by the Vanguard Investment Group. If the Officers wish to redirect the direction of the investments, they shall do the following. The WWU Alumni Foundation Officers shall select an eight-member investment sub-committee, six of which will be regular members of the Alumni Council and the two remainder positions to be the WWU Alumni Foundation President and Treasurer, as ex officio members. The investment sub-committee will elect a chair from its membership and appoint a secretary. The investment sub-committee will bring back recommendations to the WWU Alumni Foundation Officers for them to consider and vote any changes to the current management of the investments of the endowment. Voted changes by the WWU Alumni Foundation Officers shall constitute a complete discharge of the investment sub-committee as to all matters set forth when forming the group. Any voted changes to the management of the endowment will amend the first sentence of this paragraph with the name of the new management firm.

Section 4: University Funding It is understood that Walla Walla University provides operating funds for expenses such as salaries and

benefits for the university employees who work in concert with the Alumni Foundation and provides those employees with necessary office supplies and equipment.

Section 5: Indemnity Each director, officer, board, or committee member shall be indemnified and held harmless from claims asserted relating to the member’s activities. For this purpose, the following principles shall be followed.

· This indemnification shall be interpreted broadly, consistent with state law as it applies for the benefit of non-profit board members.

· This indemnification shall include costs and expenses incurred by the member in connection with any legal proceeding.

· The intent of this indemnification is to minimize any financial risk to a member for participation on behalf of the Alumni Foundation.

· This indemnification shall not apply to intentional misconduct, negligence, or the knowing violation of a law.

· This indemnification shall not apply to the extent a member personally financially benefits unless such benefit has been approved by the entire Alumni Foundation Board after full disclosure.

ARTICLE VIII: Alumni Foundation Member Meetings An Alumni Member Business meeting shall be held annually during Alumni Weekend.

The Alumni Foundation Board Chair/President will call and chair all regular and special Alumni Member meetings. Notice of regular and special Alumni Member meetings shall be mailed to each member at least 30 days prior to the meeting. The majority of the Alumni Members present at a regular or special Alumni Member meeting shall be a quorum to conduct business.

The parliamentarian appointed by the Board Chair/President will serve at all Business meetings of the Alumni Foundation.

The agenda for the Business meetings of the Alumni Foundation will be available on the University website 21 days prior to the meeting.

ARTICLE XI: Amendments Amendments to the Alumni Foundation Constitution and Bylaws may be proposed by a resolution of the Alumni Foundation Board or by a petition signed by at least 75 Alumni Members. Voting on proposed amendments to the Constitution and Bylaws by Alumni Members may, at the discretion of the Board, be done electronically or ballots cast at a Business meeting.

All amendments must be ratified by at least a two-thirds majority of the members voting.

ARTICLE XII: Rules of Procedure All matters of procedure not covered by the Articles of Incorporation and these Bylaws shall be governed and controlled by the current edition of Robert’s Rules of Order.