CONSTITUTION OF THE ABRAHAM BALDWIN AGRICULTURAL COLLEGE ALUMNI ASSOCIATION ARTICLE I NAME The name of the organization shall be the ABRAHAM BALDWIN AGRICULTURAL COLLEGE ALUMNI ASSOCIATION, hereafter to be called the ABAC ALUMNI ASSOCIATION. ARTICLE II MISSION STATEMENT The mission of the ABAC Alumni Association is to strengthen and enrich the educational and extracurricular programs of Abraham Baldwin Agricultural College (ABAC) to maximize the contribution to the economic, social, and cultural life of Georgia and the Southeastern United States. More specific objectives of the ABAC Alumni Association are the following: 1. Seek out and encourage prepared and committed students to attend ABAC. 2. Develop a better understanding and appreciation among the general public as to the contribution ABAC makes to the economic, social, and cultural life of Georgia and the Southeastern United States. 3. Sponsor the annual Homecoming activities and events. 4. Work with the ABAC administration and the ABAC Foundation, Inc. in securing funds which will strengthen and enrich the educational and extracurricular programs. 5. Continue open communication with the ABAC administration concerning the Alumni Association and its activities at Abraham Baldwin Agricultural College. ARTICLE III ORGANIZATION Section 1: Relationship with ABAC. The ABAC Alumni Association operates under the ABAC Office of College Advancement and is allowed to use the name of the college, college facilities, and college staff to conduct Association business. Section 2: Relationship with ABAC Foundation. The ABAC Alumni Association does not have status as a legal entity and therefore operates as a legal entity of the Abraham Baldwin Agricultural College Foundation, Inc. The ABAC Foundation, a 501(c)(3) organization under the Internal Revenue Code, receives, deposits, disburses, invests and manages all gifts made on behalf of the ABAC Alumni Association. The ABAC Foundation, through gifts made from alumni and others, financially supports the activities of the ABAC Alumni Association. -1- ARTICLE IV MEMBERSHIP Section 1. Forms of Membership. The forms of membership in the ABAC Alumni Association shall be Alumnus, Friend and Honorary. Section 2. Alumnus. Anyone receiving educational credits from Abraham Baldwin Agricultural College or any of the three previous schools (Second District A&M School, South Georgia A&M College or Georgia State College for Men) may become a member of the ABAC Alumni Association. An active member of the Alumni Association will be assessed annual dues as recommended by the Alumni Association Board of Directors. Section 3. Friend. Those individuals who would like to join the Alumni Association and pay dues, but did not attend ABAC, will be considered a Friend of the Association. Section 4. Honorary. The Board of Directors may elect as honorary members of the ABAC Alumni Association such distinguished persons as the Board may deem proper. A maximum of three (3) honorary memberships may be awarded each year. Each person selected for honorary membership will be recognized at the next Homecoming and receives a lifetime membership into the Association. ARTICLE V OFFICERS Section 1 Qualifications. Officers of the ABAC Alumni Association must be active members of the ABAC Alumni Association and current on annual dues. Section 2. List of Officers. The officers of the ABAC Alumni Association shall be President, President-Elect, Immediate Past President, and Secretary. Section 3. Election of Officers. The officers shall be elected by a majority vote of the Board of Directors in attendance at the first meeting of the calendar year by the Board of Directors. Section 4. Terms. The terms for officers shall be two years and shall be from the annual meeting (Homecoming) of one year and ending two years later at the annual meeting. Section 5. Officer Vacancies. In the case of vacancies due to resignation or death, replacements will be nominated by the Nominating Committee and approved by the Board of Directors. A replacement appointed by the Board of Directors will fill any unexpired terms of the vacancy. ARTICLE VI DUTIES OF OFFICERS Section 1. President. It shall be the duty of the President to call, preside over and adjourn meetings of the ABAC Alumni Association. The President shall represent the Alumni Association on the ABAC Foundation Board of Directors as well as serve as an ex-officio member of all standing committees. The Office of the President shall succeed the PresidentElect. -2- Section 2. President-Elect. It shall be the duty of the President-Elect to serve in absence of the President. The President-Elect will serve as chair of the Strategic Planning Committee as well as the George P. Donaldson Award Committee. Section 3. Immediate Past President. It shall be the duty of the Immediate Past President to impart any knowledge gained from past experience and serve as an active member of the Board. The Immediate Past President shall serve as chair of the Nominating Committee. The Immediate Past President shall succeed the President. Section 4. Secretary. It shall be the duty of the secretary to take the minutes at all board meetings. The Secretary will also keep attendance of those Directors present at meetings. ARTICLE VII BOARD OF DIRECTORS Section 1. Types of Board Members. The Board of Directors of the ABAC Alumni Association shall consist of six (6) types of members: A. Officers B. Elected Directors C. Special Constituency Representatives D. Executive Director E. Ex-officio Members F. Emeritus Section 2. Composition of the Board. The elected members of the Board of Directors shall consist of up to 30 voting members including four (4) officers, three (3) members from each of the three areas as defined in Section 3 of this Article, three (3) members at large, and three (3) ABAC faculty/staff members. In addition, one representative from each of the ABAC Councils shall be appointed to the Board: (1) member from Golden Alumni, one (1) member from Young Alumni, and one (1) member from the Ag Alumni Council, and any new alumni related councils formed and approved by the board.. There will also be one (1) representative to the ABAC Foundation Board. Non-voting members of the board will consist of the Executive Director, Exofficio Members and Emeritus Members. Section 3. Elected Directors. The nine (9) members of the Board of Directors from the three areas, three (3) members at large, and the three (3) faculty/staff Directors shall be elected at the first meeting of the calendar year by the Board of Directors. Area 1 shall consist of Tift and contiguous counties. Area 2 shall consist of those counties within 100 miles of the college. Area 3 shall consist of all other areas not listed in Areas 1 and 2. The Directors elected from the three areas must live or work in the area he/she serves and must be a regular member of the ABAC Alumni Association as defined under Article IV, Section 2. Preference for the selection of the members at large should be given to those from the areas with the largest alumni population. Faculty/Staff Directors must be employed by ABAC but do not necessarily have to be alumni. Elected Directors will serve staggered terms. Therefore, five (5) directors will be elected each year. Section 4: Elected Directors Terms. Elected Directors may be reelected for a second consecutive three-year term, but then must rotate off the board for a minimum of one year prior to being reelected. -3- Section 5. Special Constituency Representatives. This group consists of the Foundation Board representative, one representative from each of the Golden Alumni Council, Young Alumni Council and Ag Alumni Council. These directors will serve a three-year term. It shall be the duties of these directors to advise the Board of Directors on matters and special projects concerning their respective groups. Any new alumni related councils formed and approved by the Board will also have a representative to the Board of Directors. Section 6. Executive Director. It shall be the duty of the Executive Director to plan, implement, and evaluate alumni programming. The Director will lead the Board of Directors and manage daily operations and represent the Association as needed, as well as receive all contributions for deposit to the ABAC Foundation, Inc. and make expenditures on the Association’s behalf. The Executive Director also handles the correspondence as authorized by the President, the Board of Directors and the Association. Section 7. Ex-officio Members of the Board. The President of ABAC, Vice-President of External Affairs, and COO of the Foundation shall serve as Ex-officio Members of the Board of Directors. Section 8. Emeritus Board Members: The Board of Directors, upon recommendation of the Association President, may award Emeritus status to any previous board member who made outstanding contributions to the Board while an active member of the Board. Emeritus members shall have all rights and privileges of other board members, except for voting privileges. Section 9. Board Vacancies. In the case of vacancies due to resignation or death, replacements will be filled along with other positions at the first meeting of the calendar year. A replacement appointed by the Board of Directors will fill any unexpired term of the vacancy. Section 10. Chairman of the Board of Directors. The President of the Association shall serve as the Chairman of the Board of Directors. Section 11. Duties of the Board. It shall be the duty of the Board of Directors to direct and support the programs of the Association, to decide upon questions of importance in the absence of a regular meeting, and to represent the Association upon those occasions where this is necessary. Section 12. Attendance. Board members are expected to attend at least 50 percent of the meetings each year unless extenuating circumstances are present. Section 13. Executive Committee. An Executive Committee will be empowered by the Board of Directors to perform various duties of the Board. These duties will be determined by the Board of Directors. The committee will consist of the officers of the Board as well as the Executive Director. Section 14. ABAC Foundation Board of Directors. The Alumni Association will be represented on the ABAC Foundation Board of Directors by the President, who serves a two-year term, and the Foundation Board Representative who serves a three (3) year term. ARTICLE VIII MEETINGS Section 1. Homecoming. The ABAC Alumni Association shall hold an annual Homecoming Event on the campus of Abraham Baldwin Agricultural College. Section 2. Special Meetings. Special meetings of the ABAC Alumni Association shall be held upon the call of the President with notification to the membership thirty (30) days prior to the meeting. -4- Section 3. Board of Director Meetings. Meetings of the Board of Directors shall be held four times a year and special meetings may be held upon the call of the President with notification to the Board of Directors at least ten (10) days prior to the meeting. Section 4. Annual Meeting. The Annual Meeting of the Alumni Association will be held in conjunction with the Homecoming event as a scheduled meeting by the Alumni Board of Directors. ARTICLE IX QUORUMS Section 1. Special Meetings of the Association. Twenty-five (25) regular members of the ABAC Alumni Association shall constitute a quorum for a meeting of the Association. Section 2. Board of Directors Meetings. One half of the current members of the Board of Directors shall constitute a quorum for a meeting of the Board of Directors. Section 3. Voting. The decision of the majority of Board of Directors present at any meeting at which there is a quorum shall be the act of the Board or the Association. Section 4. Electronic Voting. Any or all Board Members may participate in or conduct any meeting of the Board or committee meetings by telephone or electronic communication by which all members participating may simultaneously hear each other during the meeting. A Board Member participating in a meeting by this means shall be deemed to be present in person at the meeting. Additionally, voting may be transacted by email correspondence with a 2/3 majority of the Board to pass any act of the Board. ARTICLE X Special Constituent Councils GOLDEN ALUMNI COUNCIL Section 1. Membership. The Golden Alumni of the ABAC Alumni Association shall be recognized as all those persons who have received any educational credits from either the Second District A&M School, South Georgia A&M College, Georgia State College for Men or Abraham Baldwin Agricultural College fifty (50) or more years ago. Section 2. Golden Alumni Representative. The Golden Alumni shall be represented on the Board of Directors by a person with the title of Golden Alumni Representative. This representative will be elected by the Golden Alumni and shall serve a term of three years. YOUNG ALUMNI COUNCIL Section 1. Membership. The Young Alumni of the ABAC Alumni Association shall be recognized as all those persons who have received any educational credits at Abraham Baldwin Agricultural College and who have not reached their fortieth (40) birthday. -5- Section 2. Young Alumni Representative. The Young Alumni shall be represented on the Board of Directors by a person with the title of Young Alumni Representative. This representative shall be elected at the annual board meeting for a three year term. AG ALUMNI COUNCIL Section 1. Membership. The Ag Alumni Council of the ABAC Alumni Association shall be recognized as all those persons who have received any educational credits at either the Second District A&M School, South Georgia A&M College, Georgia State College for Men or Abraham Baldwin Agricultural College and whose interest is in the field of agriculture, forest resources, or veterinary medicine. Section 2. Ag Alumni Representative. The Ag Alumni Council shall be represented on the Board of Directors by a person with the title of Ag Alumni Representative. This representative will be elected by the Ag Alumni Council and shall serve a term of three years. ARTICLE XI STANDING COMMITTEES Section 1. Strategic Planning Committee: It shall be the responsibility of the Strategic Planning Committee to review all aspects of the Association and develop a five-year plan of action for the Association which parallels the College's strategic plan. This plan shall be approved by the Board and revised as needed. The President-Elect shall serve as chairman of this committee. Other members shall be appointed annually by the Association President. Section 2. Homecoming Committee: It shall be the responsibility of the Homecoming Committee to plan, execute and evaluate Homecoming activities. The representative members from Golden Alumni, Young Alumni, and the Ag Alumni Council should serve on the committee. The chairman and other members shall be appointed annually by the Association President. Section 3. Awards Committee: It shall be the responsibility of the Awards Committee to coordinate the Alumni Awards program, including the election of individuals for honorary membership. Members of this committee are appointed annually by the Association President. Section 4. Nominating Committee: The Nominating Committee shall be responsible for preparing a slate of officers and directors to be presented for vote at the first meeting of the calendar year by the Board of Directors. The committee shall be appointed annually by the president with the Immediate Past President serving as the chairman. Section 5. George P. Donaldson Committee: The George P. Donaldson Committee shall be responsible for the selection of the George P. Donaldson Award recipient for each graduation. The President-Elect serves as the chair of this committee. In addition, the committee shall consist of one ABAC faculty member who is not a director, and other directors appointed by the President-Elect. Section 6. Membership Committee: The Membership Committee is responsible for development of an alumni membership program. The members of this committee shall be appointed annually by the Association President. Section 7. Student Relations/Recruitment Committee: It shall be the responsibility of the Student Relations/Recruitment Committee to assist in activities that promote good relations between alumni and students and promote activities to assist in recruitment for the College. Members of this committee shall be appointed annually by the Association President. -6- Section 7. Ex-officio Members. The Association President and the Executive Director shall serve as ex-officio members of all committees. ARTICLE XII REVISIONS AND AMENDMENTS The Board of Directors may change any section of this Constitution by two-thirds (2/3) vote of those in attendance at a regularly scheduled meeting of the Board of Directors. Amended October 4, 2013 -7-