University of Wisconsin Oshkosh
LGBTQA+ Alumni Association
BY-LAWS
ARTICLE I
THE NAME
The name of this organization is the LGBTQA+ Alumni Association, hereafter referred to as
Lesbian, Gay, Bisexual, Transgender, Queer, Ally, +, Alumni Association (LGBTQA+AA).
ARTICLE II
AFFILIATION
The LGBTQA+AA shall be a component part of the University of Wisconsin Oshkosh
Alumni Association (UWOAA), the official alumni organization of the University of Wisconsin
Oshkosh (UWO). As part of the UWOAA, the LGBTQA+AA shall not be required to (a) create
its own separate formal entity, (b) apply for tax-exempt status, (c) obtain separate federal or state
identification numbers and licenses or (d) take any other organizational or registration steps
otherwise required of, or desirable for, similar non-profit organizations. Where necessary, all
such steps shall be taken by the UWOAA on behalf of the LGBTQA+AA.
The relationship between the UWOAA and the LGBTQA+AA shall be governed by a
written agreement executed by authorized representatives of the UWOAA and the
LGBQTA+AA. The authorized representative of the LGBTQA+ for this purpose shall be the
Director of UWO LGBTQ Resource Center, or their designee, who shall be one or more of the
officers of the LGBTQA+AA. The initial agreement between the UWOAA and LGBTQA+AA
together with any subsequent agreements shall be the subject to the review and approval of the
Board of Directors (BOD) of the LGBTQA+AA and the Board of Directors of the UWOAA.
A member of the LGBTQA+AA Board of Directors shall serve on the UWOAA Board of
Directors.
ARTICLE III
PURPOSE
The purpose of the LGBTQA+AA is to promote the advancement of the interested of the
LGBTQ Resource Center at the UWO in cooperation with the LGBTQA+AA. The
LGBTQA+AA is designed to serve the needs of the LGBTQA+AA alumni including: personal
and professional development, continuing education and facilitating support, nurturing and
mentoring among alumni, faculty, staff, students and friends of the LGBTQ Resource Center.
ARTICLE IV
BOARD OF DIRECTORS (BOD)
Section 1: The governance of the LGBTQA+AA and the control of all its activities shall be
vested in the BOD.
Section 2: THE BOD shall consist of at least 7 voting members and 3 non-voting members
selected as follows:
A. The Director of the LGBTQ Resource Center or the Director’s designee as an ex-officio
non-voting member. The Director shall have a permanent position on the BOD.
B. The Rainbow Alliance for HOPE President, or designee, is an ex-officio non-voting
member and shall have a permanent position on the BOD.
C. The Chair of the LGBTQ Council, or designee, is an ex-officio non-voting member and
shall have a permanent position on the BOD.
D. Members at Large who meet the requirements of Article 9 shall be voting members of the
BOD.
E. The voting members of the LGBTQA+AA shall elect four members of the BOD and the
existing BOD shall confirm the eligibility of such members to serve on the BOD. For
purposes of this section, an eligible member of the BOD is a voting member of the
LGBTQA+ meeting the conditions of Article IX. Elections for members of the BOD
shall be held biannually.
Section 3: The BOD may at any time create up to six additional officer positions. At no time,
however, may the number of voting BOD positions be an even number. Such additional voting
positions shall be filled at the first regularly scheduled biannual election occurring after the
addition of said voting positions.
Section 4: The BOD shall have full power to fill all BOD vacancies on an interim basis and to
develop the policies and procedures for filling such vacancies.
Section 5: A meeting of the BOD may be called by the President of the LGBTQA+AA upon
request of at least three voting members of the BOD.
Section 6: THE BOD shall hold at least one meeting each year within 90 days prior to the annual
meeting of the LGBTQA+AA. Additional meetings shall be called as set forth in Article IV,
Section 5. A quorum of at least one-half of the voting members of the BOD must be present at
any meeting in which the BOD is to conduct business.
ARTICLE V
ELECTIONS TO THE BOARD OF DIRECTORS
Members of the BOD shall be elected for two-year terms. Elections shall be held
biannually. The BOD shall determine the manor of said elections (e.g. mail ballot, electronic
ballot or meeting). If the BOD chooses to hold a special interim election to fill a BOD vacancy,
the newly elected board member shall finish the term of the replaced member of the BOD.
ARTICLE VI
OFFICERS
Section 1: Elected Officers of the LGBTQA+ shall manage the affairs of the LGBTQA+AA.
Section 2: The Officers shall consist of:
President
President-Elect
Secretary
Treasurer
Section 3: The duties of the Officers shall be such as are generally exercised by such Officers,
and as such assigned to them respectfully by the BOD from time to time.
ARTICLE VII
ELECTION OF OFFICERS
The voting members of the LGBTQA+AA BOD shall elect the Officers. Elections shall
be held annually. For purposes of this Article, an eligible Officer is a voting member of the
LGBTQA+ meeting the conditions of Article IX hereof.
Section 1: The LGBTQA+AA BOD will elect the Officers for a two-year term. The Officers
shall serve until the end of such term or until their respective successors have been elected and
qualified.
Section 2: The BOD shall have full power to fill all vacancies occurring, in officer positions, on
an interim basis and to develop the policies and procedures for filling such vacancies. If the BOD
chooses to hold a special interim election to fill an Officer vacancy, the newly elected Officers
shall finish the term of the replaced Officer.
ARTICLE III
DUTIES OF OFFICERS
Section 1: President: The President or President-Elect shall preside at all meetings of the
LGBTQA+AA, and shall be the Chairperson of the BOD.
In accordance with Article II hereof, all assets of the LGBTQA+AA will be held by the
UWOAA for the benefit of the LGBTQA+AA. The President or President-Elect must approve
expenditures from or commitments for, the use of such assets. In the event that the President or
President-Elect cannot be contacted to authorize expenditure, the Director of the LGBTQ
Resource Center may authorize the disbursement. However, the President or President-Elect
must be one of the authorizing signatures.
The President and/or Treasurer shall report at each BOD meeting all expenditures that
have occurred since the last BOD meeting for approval.
Section 2: Secretary: The Secretary shall record the minutes at each BOD or annual meeting and
send them to each board member. The Secretary is responsible for internal communications
between board members.
Section 3: Treasurer: The Treasurer shall supervise all receipts and expenditures and shall be exofficio member of all committees in which financial arrangements are required. Further, the
Treasurer shall have the responsibility to assist the Director of the LGBTQ Resource Center or
their designee with respect to all matters referred to in Article II hereof.
ARTICLE IX
MEMBERSHIP
Section 1: VOTING MEMBERS. A voting member of the LGBTQA+AA is any individual who
has a degree from the University of Wisconsin Oshkosh or voted eligible by 2/3 of the BOD.
Such member is eligible to vote at the LGBTQA+AA meeting, vote for the BOD, and to serve on
the BOD as an Officer or as a Committee Member.
ARTICLE X
MEMBERSHIP MEETINGS
Section 1: LGBTQA+AA meetings shall be held as the President (with the approval of the BOD)
seems necessary.
Section 2: The President must call a special meeting of the membership upon written request of
ten or more members of the LGBTQA+AA. Upon failure of the President to call such a meeting
within ten days of receipt of such request, the meeting may be called by another Officer or voting
member of the BOD, or by any of the petitioning members who have met the requirements noted
above. In such cases, the Director of the UWOAA shall send due notice of the time, place, and
purpose of the meeting to all members of the LGBTQA+AA.
Section 3: Where these by-laws fail to promote authority for procedure to be employed at any
meeting of the LGBTQA+AA, Robert’s Rules of Order shall be used.
ARTICLE XI
APPOINTED COMMITTEES OF THE LGBTQA+AA
Section 1: The President shall appoint a nomination committee. This committee shall elect
nominees for election of the BOD and to the position of all Officers.
Section 2: The President, with the approval of the BOD, shall appoint such other committees as
in the President’s judgment serves the best interest of the LGBTQA+AA. The President, with
approval of the BOD, shall prescribe the duties of such committees.
ARTICLE XII
INDEMNIFICATION
The LGBTQA+AA shall indemnify any Director, Officer or Committee Member of the
LGBTQA+AA for any liabilities arising out of any acts or omissions committed by any Director,
Officer or Committee Member in the direct performance of duties related to the official business
of the LGBTQA+AA, provided, however, that this provision shall not require indemnification of
any person committing actual or constructive fraud or willful negligence.
ARTICLE XIII
AMENDMENT TO BY-LAWS
The by-laws may be amended by a majority vote of all members at any duly called
meeting of the members of the LGBTQA+AA, provided that notice of any such meetings shall
have been given to each member at least ten days before such meeting. No amendment or
addition to the by-laws can be made which is inconsistent with UWOAA, UWO and UW System
policies and procedures, or with state and federal law.
ARTICLE XIV
DISTRIBUTION OF ASSETS
If the LGBTQA+ is dissolved, all assets of the LGBTQA+AA shall revert to the UWO LGBTQ
Center.