Frank Batten School of Leadership and Public Policy

Batten Alumni Advisory Board

Ratified by the Board April 7, 2017

PURPOSE

Role

TheAlumni Advisory Board (“the Board”) of the Frank Batten School of Leadership and Public Policy at UVA (“Batten, “the Batten School” or “the school”) shall represent the interests of the school’s’ graduate and undergraduate alumni. Specifically, the Board will facilitate two-way conversation between theBattenschool and itsalumnito create and maintain a strong and inclusiveBattencommunity, each member of which is empowered and inspired to make change and have anoutsized impact on both the school and the world.

In particular, the Batten Alumni Advisory Board (BAAB) shall serve as a resource for the following:

  1. Community - to strengthen the Batten alumni network and enhance the alumni experience
  2. Counsel - to provide counsel and advise the Batten administration on issues raised by the Batten alumni
  3. Career - to be a resource to students – current and past – for career opportunities and advancement

The Board currentlyis not incorporated, and shall not be incorporated without formal amendment to these bylaws. So long as it remains unincorporated the Board shall neither accumulate funds nor incur debts. The Board, in coordination with Batten, may have a budget as is authorized by these laws.

MEMBERSHIP

Member Duties and Expectations. In order to remain in good standing Board members should fulfill the following annual duties:

  1. Board Activity. Support the efforts proposed and executed by the Board, including by serving on established working groups, engaging and assisting with at least one Board-sponsored activity orinitiative per year, and seeking opportunities to facilitate strong communication with Batten students, staff, and faculty.
  2. Financial Support. Contribute a personal donation to the Batten School each fiscal year (July 1 to June 30).
  3. Attendance. Attend scheduled meetings of the Board and to engage regularly in activities that benefit the Batten School and Alumni. In order to remain in good standing, Board members must attend at least one meeting either in person or remotely in each fiscal year.

General Board

The Board shall consist of not more than 25 members, including Executive Officers. All members shall be alumni of the Batten School.

General membership will be divided among support ofworking groups on an annual basis. All Board members shall serve on at least one working group each year oftheir tenure.

Executive Committee

The positions of Chair, Vice Chair, and Secretary shall comprise the Executive Committee, and shall be elected biennially from the General Board. Eligibility for these positions requires a minimum of one year service on the General Board. Individuals shall not serve more than two consecutive terms in a given position. The positions have the following responsibilities:

Chair: The Chair shall preside at all BAAB meetings and shall exercise all types of duties and be clothed with all of the powers usual to presidents of organizationsof this type. He / She shall have authority, unless otherwise directed by the Board, to fix the order of business and coordinate with the Batten School. He / She shall have the authority to make and relay decisions behalf of the BAAB. The Chair may delegate specified duties to the Vice Chair.

Vice Chair: The Vice Chair shall, in the absence of the Chair or his/her inability or refusal to act, have all the power herein granted to the Chair. The Vice Chair shall also act as primary coordinator of working groups and will oversee the nominations and all elections, both of Board members and the Executive Committee.

Secretary: The Secretary shall: (a) produce a docket for, and keep the minutes of all meetings of the Members and of the Board; (b) maintain a complete membership roll; (c) assure that all notices are given in accordance with the bylaws or as required by law; (d) keep the records of the Advisory Board; and (e) in general perform all duties pursuant to the Office of Secretary.

Working Groups

The Executive Committee may establish any such working groups of the Board as it shall deem advisable and staff any such working group from among its members.

Each working group shall include at minimum twoBoard members, at least one of whom will serve as arepresentative to report its work to the Board. Working group representatives will be determined by the members of the standing working group during the Annual Meeting. They will also serve two year terms, so long as the Working Group remains established for that timeframe. Representativesshall also participate in regular meetings with the Executive Committee, as established by the Board Chair.

Conflict of Interest

In the event any member is or may be an officer, director, stockholder, employee, or have a financial interest in a corporation or other organization with which the BAAB shall enter into a contract or other transaction; or shall directly or indirectly be a party to or have an interest in any contract or transaction of the BAAB, he or she shall fully disclose such interest to the Executive Committee. After revealing any such interest, the member shall abstain from voting on any question in reference to said contract or transaction.

No alumni currently working for the Batten School in any capacity shall be able to serve on the BAAB. However, Batten faculty and staff may attend either in-person meeting to listen and provide information, and may make recommendations for the Selections process as outlined in “Selections.”.

Removal

In special circumstances, any Board member may be removed by a 3/4 majority vote of the Board at any in-person meeting. Interim appointments to fill the seat, as applicable, shall be determined by the majority vote of the Executive Committee. The Board seat will be filled in the next selection as determined through the normal selection process.

Tenure

Tenure on the General Board shall be no more than three (3) years in a single term, and no more than six (6) years consecutively. Upon completion of a six years of service, whether in consecutive or non-consecutive terms, the BAAB member will not be able to rejoin the Board until three years have elapsed following the conclusion of their second term.

SELECTIONS

Nominations

Once annually, nominations will be solicited and collected online by the Vice Chair over a period of two weeks. Nominees will be provided with the opportunity for positive acknowledgement of nomination and acceptance of being included in the ballot.

The Vice Chair and select Board members – in the form of a Nominations working group – will review the applications and determine a docket of nominees to present to the alumni. To the best of their ability, the Nominations working group should provide a docket of at least enough potential members to maintain the BAAB at full membership. The Nominations working group should also provide a docket representing the diversity of the Batten alumni population.

General Election for Board Membership

The voting shall take place online, with balloting open for a period of one week. Voters will have the opportunity to select up to 8 alumni as their representatives, with the opportunity to writein a candidate not presented by the Nominations working group. The top vote-getters will be elected to the BAAB, in a number required to return the BAAB to full membership. Any tie breaks will be determined and decided by the existing Vice Chair and Nominations working group.

EXECUTIVE COMMITTEE ELECTIONS

Nominations

Nominations for the positions of Chair, Vice Chair, and Secretary will be collected by the current Executive Committee in the month prior to the Fourth Quarter In-Person Meeting.

Executive Committee Election

The positions of Chair, Vice Chair, and Secretary shall be elected at the Fourth Quarter In-Person by the combined vote of the incoming and outgoing BAAB members. Elections, if there are more than 2 candidates, will be a run-off for the top two vote-getters, with the highest vote-getter elected to the position. In the event of an Executive Committee member resignation, there will be a special election at the next scheduled or special meeting.

Tenure

Each Executive Committee position shall be elected to a two (2) year term, with the option to run for reelection, or for a different position upon completion of their first term. Shall an individual’s executive committee appointment extend past his or her tenure on the Council, a special election will be held to fill the vacated position for a full two year term.

PROCEDURE

Meetings

The meetingsof the BAAB shall be held quarterly. Two meetings shall take place in person –

once in Charlottesville, Virginia to coincide with the University of Virginia Homecomings celebration, and once in the springon a date and in a locationdesignated by the Board Chair. The remaining quarterly meetings shall be held virtually. Written notice of said meetingsshall be sent in advance of the meeting. BAAB is not responsible for the cost associated with travel to/from these meetings or attendance.

Additional meetings may be held at such time and place as shall be determined by the Chair of the BAAB or by the Executive Committee. Special meetings shall be held at the request of at least two thirds of the BAAB membership. Notice of a special meeting shall specify the purposes for which the meeting has been called and no other business shall be transacted at such a meeting.

The Executive Committee shall normally hold its regular meetings at least bimonthly, at such time and place as the Chair shall determine.

Quorum

A quorum shall consist of a simple majority of the Board seats which are filled at the time of scheduled meeting.

Voting

If a quorum is present (by combination of virtually or in-person), the affirmative vote of a majority of the members present at the meeting shall constitute a valid action at the meeting or adjournment thereof.

Presiding Officer

The Chair, or in his/her absence the Vice Chair, shall preside at all meetings of the Board. If neither shall be present, the Board members shall elect a temporary Chair for that meeting by simple majority vote.

AMENDMENTS

The Executive Committee may propose amendments to these Bylaws with at least 10 days’ notice to the Board.

Members may propose amendments to these bylaws with the written or oral endorsement of the proposed amendment of at least 20% of the other members.

All amendments must be ratified, by a two-thirds majority vote, at a regular meeting of the Board.