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Submission: On March 10 via manual from JO — Scanned from DE
Effective URL: https://alumni.aub.edu.lb/s/1716/bp20/Interior.aspx?sid=1716&gid=2&pgid=525
Submission: On March 10 via manual from JO — Scanned from DE
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<h1 style="text-align: left;">WAAAUB Bylaws</h1>
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<p style="text-align: center;"><span style="font-size: 16px;"><strong>BYLAWS<br> OF<br> WORLDWIDE ALUMNI ASSOCIATION<br> OF THE AMERICAN UNIVERSITY OF BEIRUT<br> Adopted as of March 15, 2019</strong></span></p>
<span style="font-size: 16px;">
</span>
<p style="text-align: center;"><span style="font-size: 16px;"><strong><a href="/s/1716/images/gid2/editor_documents/waaaub_bylaws_final_2019.pdf">Download the Bylaws</a><br>
</strong></span></p>
<span style="font-size: 16px;">
</span>
<p><span style="font-size: 16px;">Name<br>
<strong>Section 1.1 </strong><span style="white-space: pre;"> </span>This organization shall be known as the Worldwide Alumni Association of the American University of Beirut (“WAAAUB”). <br> Article II</span></p>
<p><span style="font-size: 16px;"></span><span style="font-size: 16px;"><br> Mission, Structure, and Relationship to the University<br>
<strong>Section 2.1</strong><span style="white-space: pre;"> </span>Mission<br> The mission of WAAAUB is to strengthen ties between the American University of Beirut (“AUB” or the “University”) and its alumni and to engage and
support alumni in advancing and supporting the educational, research, and service mission of the University. WAAAUB shall work to bring the alumni community together to foster meaningful connections, to share and learn
from each other, and to preserve and promote the educational mission and rich heritage and values of the University.</span></p>
<p><span style="font-size: 16px;"><strong> Section 2.2</strong><span style="white-space: pre;"> </span>Structure of WAAAUB<br> WAAAUB was established by the University’s Board of Trustees as a mechanism to engage with University
Alumni around the world. WAAAUB is as an integral part of the University and its affairs are managed in accordance with these Bylaws and under the supervision and authority of the President of the University (the
“President”). All AUB alumni (as defined in Section 3.1 below) are members of WAAAUB. WAAAUB provides the framework through which the following bodies are organized: <br> (i)<span style="white-space: pre;">
</span>the Alumni Advisory Board (the “Advisory Board”), and<br> (ii)<span style="white-space: pre;"> </span>the WAAAUB Chapters Council (the “Council”), each as described herein.<br> In addition, the members of WAAAUB shall
elect Alumni-elected Trustees (as defined in Article X hereof) from a slate developed by the Nominating Committee of the Advisory Board and approved by the University’s President and its Board of Trustees or an authorized
committee thereof, in accordance with the election procedures further described herein. <br> Further, the Advisory Board will make recommendations to the President for the establishment of alumni chapters (the
“Chapters”), to be charted by the University pursuant to a chapter agreement (the “Chapter Agreement”) containing a license to use the WAAAUB name, logo, and other marks, as described further in Article VIII below.</span>
</p>
<p><span style="font-size: 16px;"><strong> Section 2.3<span style="white-space: pre;"> </span>Relationship to the University</strong><br> As an integral part of the University, WAAAUB derives its right to exist from the University’s
Board of Trustees and does not have separate legal status. WAAAUB shall act on behalf of the University in its relationship to its alumni throughout the world and is accountable to the President. The staff of the
University’s Alumni Relations Offices (the “Alumni Relations Offices”) are the University’s representatives working with WAAAUB to support WAAAUB’s efforts on behalf of the University and its alumni. The General Secretary
of WAAAUB will be a full-time staff member of the University’s Office of Advancement, reporting to the University’s Vice President for Advancement. The main office of WAAAUB shall be on the University’s campus in
Beirut.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 2.4<span style="white-space: pre;"> </span>University Advancement Office, Employees, and Faculty</strong><br> No member of the University’s Office of Advancement (which includes Alumni Relations and Development)
or any other employee or full-time faculty member of AUB may be a voting member of the Advisory Board or any committee of the Advisory Board, an officer of the Advisory Board, an officer or voting member of any Chapter (other
than a professional Chapter), or an Alumni-elected Trustee, as each is described herein.<br> Article III</span></p>
<p><span style="font-size: 16px;"></span><span style="font-size: 16px;"><br>
<strong>Section 3.1<span style="white-space: pre;"> </span>Alumni</strong><br> Members of WAAAUB are all persons who:<br> (i)<span style="white-space: pre;"> </span>have completed at least one academic year of study at the
University but are no longer undergraduate students at the University,<br> (ii)<span style="white-space: pre;"> </span>are medical residents and fellows who have spent no less than one academic year at the AUB Medical
Center,<br> (iii)<span style="white-space: pre;"> </span>are honorary degree holders or “honorary alumni” as deemed by the University (“Honorary Alumni”), or<br> (iv)<span style="white-space: pre;"> </span>are Associate
Alumni as that term is defined by the University (i.e., those persons who hold an AUB diploma, having completed a minimum of eight (8) courses in any AUB academic department, each course consisting of at least 30 contact hours)
((i) through (iv) are collectively referred to hereinafter as “Alumni,” and each such person an “Alumnus” or “Alumna”). <br> The Advisory Board may recommend individuals to the University to be named Honorary
Alumni. <br> There shall be no registration or dues payments required to be a member of WAAAUB.<br> Notwithstanding anything in these Bylaws to the contrary, Associate Alumni and Honorary Alumni as described above do
not have the right to vote, run for elections, serve on the Advisory Board or any committee, serve as an officer of the Advisory Board or any Chapter, or serve as an Alumni-elected Trustee.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 3.2<span style="white-space: pre;"> </span>Regions</strong><br> WAAAUB shall be divided into five regions as follows for purposes of encouraging geographical representation and diversity: (i) Europe; (ii)
Lebanon; (iii) Middle East (not including Lebanon) and North Africa (“MENA”); (iv) North America; and (v) Rest of the World (Asia, not including Lebanon and MENA; Africa; Australia; Latin America, etc.).<br>
</span>
<span style="font-size: 16px;"><br> Article IV<br>
</span>
<span style="font-size: 16px;"><br> The Advisory Board</span>
</p>
<p><span style="font-size: 16px;">
<strong>Section 4.1<span style="white-space: pre;"> </span>Role</strong><br> The Advisory Board serves the following functions: <br> (i) provides counsel and support to the University and the President in efforts to
lead and promote positive alumni relations and nurture an alumni community that is active, engaged, and inspired to maintain lifelong relationships with AUB; <br> (ii) helps align WAAAUB Chapters around the world with the
University’s strategic objectives; <br> (iii) discusses and makes recommendations to the President on alumni-related matters;<br> (iv) encourages engagement through volunteerism and philanthropy; <br> (v) advises the
University leadership on alumni-related matters; and<br> (vi) serves as ambassadors of the University and advocates on its behalf.<br> The Advisory Board may delegate responsibilities to its officers and committees, subject to
the President’s approval. The Advisory Board reports directly to the President. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.2<span style="white-space: pre;"> </span>Composition and Election</strong><br> The Advisory Board shall be composed of eighteen (18) voting members plus ex officio non-voting members, as follows:<br> (i)<span
style="white-space: pre;"> </span>nine (9) members elected by the Alumni in accordance with these Bylaws, (the “Elected Advisors”);<br> (ii)<span style="white-space: pre;"> </span>nine (9) members appointed by the President
(the “Appointed Advisors”); and<br> (iii)<span style="white-space: pre;"> </span>ex officio members who are non-voting, which include: the Alumni-elected Trustees on the University’s Board of Trustees (as described in
Article X), the University’s Vice President for Advancement, the General Secretary (as described in Article IX), and the two most senior staff members of the University’s Alumni Relations Offices (which may include the General
Secretary). <br> One of each of the Elected Advisors and Appointed Advisors must have graduated from the University within the last ten (10) years. It is intended that, when possible and reasonably practicable, three
(3) of each of the Elected Advisors and Appointed Advisors will be from Lebanon, two (2) from MENA, two (2) from North America, and one (1) each from Europe and the Rest of the World.<br> The criteria for Elected and Appointed
Advisors and the method of electing the Elected Advisors is set forth in Appendices A and B attached hereto.</span></p>
<p><span style="font-size: 16px;"><strong> Section 4.3<span style="white-space: pre;"> </span>Term</strong><br> Voting Advisors (each, for the purposes of this Section, an “Advisor”) shall serve for a term of four (4) years and
until each such Advisor’s successor is elected and qualified, or until his or her earlier death, resignation, or removal, except that an Advisor’s term may be shorter where he or she is elected or appointed to fill a vacancy (in
which event he or she shall serve the remainder of the vacated term) or is elected or appointed to a shorter term established for the purpose of achieving staggered terms in accordance with these Bylaws. Prior to service,
Advisors must execute a form agreeing to the terms of service as set forth on Appendix C attached hereto. Advisors may not be elected or appointed to a second full term until after a hiatus of at least one year, except
that any Advisor who is elected or appointed to a partial term as described in this Section shall be eligible for election or appointment to a full term upon the conclusion of his or her partial term without a hiatus. <br>
For the purposes of staggering Advisor terms, there shall be two (2) groups of voting Advisors: “Group A,” whose initial term shall expire two (2) years after election or appointment (and, for the avoidance of doubt, such
persons shall be eligible for reelection to a second term of four (4) years in accordance with the previous paragraph), and “Group B,” whose initial term shall expire four (4) years after election or appointment. Group A
shall initially be made up of five (5) Appointed Advisors and four (4) Elected Advisors. Group B shall initially be made up of five (5) Elected Advisors and four (4) Appointed Advisors. Elections shall occur every
two (2) years in accordance with Appendix B. The initial Appointed and Elected Advisors will be randomly assigned to Group A and Group B. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.4<span style="white-space: pre;"> </span>Vacancies</strong><br> A vacancy among the voting members of the Advisory Board arising at any time and for any reason may be filled for the unexpired term by the
President, following consultation with the Chair and Vice Chair.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.5<span style="white-space: pre;"> </span>Resignation</strong><br> Any voting member of the Advisory Board may resign at any time by giving written notice of such resignation to the President or the Chair.
Any voting member of the Advisory Board absent from three (3) consecutive meetings of the Advisory Board without justifiable cause shall be deemed to have resigned from the Advisory Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.6<span style="white-space: pre;"> </span>Removal</strong><br> Any Appointed Advisor may be removed by the President. Any Elected Advisor may be removed by majority vote of the voting members of the
Advisory Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.7<span style="white-space: pre;"> </span>Meetings</strong><br> Regular meetings of the Advisory Board shall be held at least two (2) times a year (one of which shall be the Advisory Board’s annual meeting,
which may occur at the Annual Alumni Leadership Convention (the “Convention”)), upon no less than thirty (30) days’ notice to the members of the Advisory Board. Special meetings of the Advisory Board may be called by the
President, the Chair, or by a majority of the voting members of the Advisory Board . No less than seven (7) days’ notice must be given to the members of the Advisory Board for special meetings. Meetings shall
normally be held in Beirut. The staff of the Alumni Relations Offices, together with the General Secretary, shall facilitate and be responsible for the recording of minutes at the meetings of the Advisory Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.8<span style="white-space: pre;"> </span>Quorum and Voting</strong><br> A simple majority of the voting members of the Advisory Board shall constitute a quorum at any meeting of the Advisory Board. All
matters to be decided by the Advisory Board shall be decided by majority vote of the voting members at a meeting at which a quorum is present. No Advisory Board member may vote by proxy.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 4.9<span style="white-space: pre;"> </span>Attendance by Conference Phone and Unanimous Written Consent</strong><br> Any one or more members of the Advisory Board may participate in a meeting of the Advisory
Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in
person at the meeting. Any action required or permitted to be taken by the Advisory Board may be taken without a meeting, if all voting members of the Advisory Board consent in writing or by electronic transmission to the
adoption of a resolution authorizing the action. The resolution and the written or electronic consents thereto shall be filed with the minutes of the proceedings of the Advisory Board.<br>
</span></p>
<p><span style="font-size: 16px;">Article V</span><span style="font-size: 16px;"><br> Officers of the Advisory Board</span></p>
<p><span style="font-size: 16px;"></span><strong style="font-size: medium;">Section 5.1<span style="white-space: pre;"> </span>Composition</strong></p>
<p><strong style="font-size: medium;"></strong><span style="font-size: medium;">Officers of the Advisory Board shall consist of a Chair and Vice Chair. The officers shall be elected by the voting members of the Advisory
Board. Each officer shall be a voting member of the Advisory Board and each shall be from a different Region.</span></p>
<p><span style="font-size: 16px;"><strong> Section 5.2<span style="white-space: pre;"> </span>Term</strong><br> Officers shall serve for a term of two (2) years and until each such officer’s successor is elected and qualified, or
until his or her earlier death, resignation, or removal, except that an officer’s term may be shorter where he or she is elected or appointed to fill a vacancy (in which event he or she shall serve the remainder of the vacated
term), or where his or her term as a voting member of the Advisory Board shall sooner expire (in which event he or she shall serve until his or her term as a voting member of the Advisory Board shall expire). Officers
shall be elected by the voting members of the Advisory Board at the annual meeting of the Advisory Board at which their terms expire. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 5.3<span style="white-space: pre;"> </span>Vacancies</strong><br> Any vacancy in any officer position between annual meetings of the Advisory Board may be filled for the unexpired term by the Advisory
Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 5.4<span style="white-space: pre;"> </span>Resignation</strong><br> Any officer may resign at any time by giving written notice of such resignation to the President. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 5.5<span style="white-space: pre;"> </span>Removal</strong><br> Any officer may be removed by a two-thirds vote of the voting members of the Advisory Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 5.6<span style="white-space: pre;"> </span>Chair</strong><br> The Chair shall preside at meetings of the Advisory Board and shall represent the Advisory Board at University events and meetings. The Chair
shall be responsible to and maintain regular contact with the President. The Chair shall coordinate with the Alumni Relations Offices including the General Secretary on WAAAUB operational matters and shall have such other
authority and perform such other duties as may be assigned by the President or the Advisory Board. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 5.7<span style="white-space: pre;"> </span>Vice Chair</strong><br> The Vice Chair shall perform the duties of the Chair in the event of the absence or incapacity of the Chair and shall have such other authority
and perform such other duties as may be assigned by the President or the Chair or the Advisory Board.<br>
</span></p>
<p><span style="font-size: 16px;">Article VI </span><span style="font-size: 16px;"><br> Committees of the Advisory Board</span></p>
<p><span style="font-size: 16px;">
<strong>Section 6.1<span style="white-space: pre;"> </span>Committees </strong><br> The President, or the Advisory Board by resolution adopted by a majority of its voting members, may designate one or more committees of the
Advisory Board and appoint the members and chair thereof, each committee to consist of at least three (3) voting members of the Advisory Board. No such committee shall act on behalf of the Advisory Board.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 6.2</strong><span style="white-space: pre;"> </span>Regional Representation and Ex Officio Members<br> It is the intention that the members of all committees shall reflect the diversity in geography, gender, age,
and interests of the WAAAUB membership. The membership of each committee shall be representative of at least three (3) Regions, where possible and reasonably practicable.<br> The General Secretary and one of the senior
staff members of the University’s Alumni Relations Offices, or their designees, shall be ex officio members of all committees, and shall be invited to all meetings of the committees but shall not have voting rights.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 6.3<span style="white-space: pre;"> </span>Operations of Committees</strong><br> Each member of a committee will continue as such until his or her successor is appointed, or until his or her earlier death,
resignation, or removal, unless the committee will be sooner terminated. Each committee member shall serve at the pleasure of, and can be removed by, the individual or body that appointed him or her (i.e., the Advisory
Board or the President, as the case may be). Unless otherwise provided in the committee designation, a majority of the members of the committee will constitute a quorum and the act of a majority of the members present at a
meeting at which a quorum is present will be the act of the committee. Committee members may participate in a committee meeting by telephone conference or similar, and committee action may be taken by unanimous written
consent, consistent with Section 4.9 of these Bylaws. </span></p>
<p><span style="font-size: 16px;"><strong>
<a name="Section_6.4_Nominating_Committee">Section 6.4<span style="white-space: pre;"> </span>Nominating Committee</a></strong><br> There shall be a Nominating Committee which shall be responsible for developing the slate of
nominees for (i) Elected Advisors to be elected by the Alumni in accordance with Appendix B, and (ii) Alumni-elected Trustees to be elected by the Alumni (subject to confirmation/vote by the University’s Board of Trustees), in
accordance with Appendix D attached hereto. The Nominating Committee shall be composed of five (5) members including a chair, all appointed from among the voting members of the Advisory Board and the members of the Council
by the President in consultation with the University’s Vice President for Advancement. There shall be at least three (3) Regions represented on the Nominating Committee, where possible and reasonably practicable. The
President shall select the chair of the Nominating Committee from among the members of the committee. The chair of the Nominating Committee shall serve one (1) year and shall not thereafter be eligible to serve as chair
until a hiatus of at least one (1) year. <br> Notwithstanding anything in these Bylaws to the contrary, upon initial adoption of these Bylaws, there shall be a transitional committee charged with performing the
functions of the Nominating Committee as described in Appendix E attached hereto (the “Transitional Nominating Committee”). <br>
</span></p>
<p><span style="font-size: 16px;">Article VII</span><span style="font-size: 16px;"><br> WAAAUB Chapters Council</span></p>
<p><span style="font-size: 16px;"><strong> Section 7.1<span style="white-space: pre;"> </span>Role</strong><br> The Council shall serve as a forum for the exchange of ideas, experiences, and best practices among Chapter leadership
and provide an opportunity for the discussion of common issues and the development of collaborations across Chapters. The Council shall participate in the Convention. The Council shall be convened by the President
and chaired by him or his designee. The General Secretary and the two most senior staff members of the University’s Alumni Relations Offices, or their designees, shall serve as ex officio members of the Council without
voting rights, and shall be responsible for facilitating the business affairs of the Council.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 7.2<span style="white-space: pre;"> </span>Composition</strong><br> The members of the Council shall be the presidents of all approved Chapters, each of whom serve on the Council ex officio. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 7.3<span style="white-space: pre;"> </span>Term</strong><br> Council members may only serve for the duration of their terms as presidents of their respective Chapters.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 7.4<span style="white-space: pre;"> </span>Meetings</strong><br> The Council shall hold an annual meeting each year, which shall be the Convention as described above, and may hold other meetings as may be
determined and called by the President or his designee. Meetings will occur upon no less than thirty (30) days’ notice to the members of the Council. The President or his designee shall set the agenda for and preside
over meetings of the Council. The staff of the Alumni Relations Offices shall facilitate and be responsible for the recording of minutes at the meetings of the Council. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 7.5<span style="white-space: pre;"> </span>Attendance by Telephone Conference </strong><br> Any one or more members of the Council may participate in a meeting of the Council by means of a conference
telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the
meeting. </span></p>
<p><span style="font-size: 16px;"> Article VIII</span><span style="font-size: 16px;"><br> Alumni Chapters</span></p>
<p><span style="font-size: 16px;">
<strong>Section 8.1<span style="white-space: pre;"> </span>Role</strong><br> Chapters are local bodies chartered by the University that serve to foster, maintain, and support relationships between Alumni and the
University. Chapters elect their own officers and conduct their own affairs independently under the supervision and guidance of the University’s Alumni Relations Offices, in accordance with the Chapter Agreement and the
guidelines set forth in the WAAAUB Chapter Policies and Procedures attached hereto as Appendix F, and subject to the ultimate authority of the President.</span></p>
<p><span style="font-size: 16px;">
<strong>Section 8.2<span style="white-space: pre;"> </span>Formation</strong><br> The Alumni Relations Offices will recommend the chartering and licensing of new Chapters to the Advisory Board which will then make a
recommendation to the President to charter and license a new Chapter. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 8.3<span style="white-space: pre;"> </span>Finances</strong><br> Each Chapter is responsible for the management and oversight of its own finances and shall report to the Alumni Relations Offices on its finances
at least annually in accordance with Section 8.4 below. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 8.4<span style="white-space: pre;"> </span>Reports </strong></span></p>
<p><span style="font-size: 16px;"><strong></strong></span><span style="font-size: medium;">Within two (2) months after the end of its fiscal year, each Chapter shall submit to the Alumni Relations Offices an annual report for the
past fiscal year detailing its finances and showing that it has conducted activities that foster, maintain, and support relationships between Alumni and the University and promote the educational mission of AUB, and that the
Chapter is in compliance with the Chapter Agreement and the WAAAUB Chapter Policies and Procedures as then in effect. </span></p>
<p><span style="font-size: 16px;">
<strong>Section 8.5<span style="white-space: pre;"> </span>Exceptions to Operating Standards</strong><br> To the extent that any Chapter is unable to meet the requirements of the WAAAUB Chapter Policies and Procedures, whether
due to legal or financial operating standards particular to the country in which the Chapter is located, or for any other reason, the Advisory Board, upon consultation with the Alumni Relations Offices, will recommend to the
President that the Chapter receive an exception, thereby allowing the Chapter to remain an approved Chapter. Any such exception shall be reviewed at least once every five (5) years to determine whether it is still
appropriate.<br>
</span></p>
<p><span style="font-size: 16px;">Article IX</span><span style="font-size: 16px;"><br> General Secretary</span></p>
<p><span style="font-size: 16px;">
<strong>Section 9.1<span style="white-space: pre;"> </span>Appointment and Role</strong><br> The General Secretary shall be part of the University’s Alumni Relations Offices and shall be appointed by and report directly to the
University’s Vice President for Advancement. The General Secretary along with other staff of the Alumni Relations Offices shall be responsible for managing WAAAUB operations. The General Secretary shall serve as
liaison between the Advisory Board and the University, between the Advisory Board and Council, and between and among the members of the Advisory Board. The General Secretary shall, in consultation with the Chair of the
Advisory Board, the University President, and the Alumni Relations Offices, set the agenda for meetings of the Advisory Board.<br>
</span></p>
<p><span style="font-size: 16px;">Article X<br> Alumni-elected Trustees </span></p>
<p><span style="font-size: 16px;">
<strong>Section 10.1<span style="white-space: pre;"> </span>Election</strong><br> Three (3) members of the University’s Board of Trustees shall be elected by Alumni (subject to confirmation/vote by the Board of Trustees) from a
slate prepared by the Advisory Board’s Nominations Committee and approved by the President and the Board of Trustees (or an authorized committee thereof). The elections will occur in accordance with the process set forth
in Appendix D. The Board of Trustees (or an authorized committee thereof) shall determine the criteria for choosing the candidates. <br> Each Alumni-elected Trustee so elected to the Board of Trustees shall
serve in accordance with the AUB Bylaws. A vacancy arising for any reason during an incumbent Alumni-elected Trustee’s term shall be filled by the University’s Board of Trustees in accordance with the AUB Bylaws.<br>
</span></p>
<p><span style="font-size: 16px;">Article XI</span><span style="font-size: 16px;"><br> Dissolution</span></p>
<p><span style="font-size: 16px;">
<strong>Section 11.1<span style="white-space: pre;"> </span>Disposition of Funds</strong><br> In the event of the dissolution of WAAAUB, the University’s Board of Trustees shall, after paying or making provisions for the payment
of all of the liabilities of WAAAUB, dispose of the assets of WAAAUB exclusively for the support of the University.<br>
</span></p>
<p><span style="font-size: 16px;">Article XII</span><span style="font-size: 16px;"><br> Amendments</span></p>
<p><span style="font-size: 16px;">
<strong>Section 12.1<span style="white-space: pre;"> </span>Amendment of Bylaws</strong><br> These Bylaws (including the Appendices attached hereto, which are incorporated herein) may be amended only by (i) the President or (ii)
majority vote of the voting members of the Advisory Board with the approval of the President. Notice of any proposed amendments shall be given in writing (whether by electronic means or otherwise) at least two (2) weeks
before any meeting of the Advisory Board at which the amendments shall be voted on.</span></p>
<p id="appendix"><span style="font-size: 16px;">
<strong><a name="Appendix_A">Appendix A</a></strong><br> Criteria for Election or Appointment to the Advisory Board <br>
</span><span style="font-size: 16px;"><br> The following criteria are relevant in the evaluation of candidates for election or appointment to the Advisory Board: <br> •<span style="white-space: pre;"> </span>The candidate
maintains awareness of and interest in the University’s strategic priorities and mission;<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate possesses an awareness and understanding of, and a willingness to serve and advance, the AUB Alumni function;<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate exhibits a willingness to participate in and/or encourage philanthropy within the alumni community; <br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate possesses a record of sustained and various volunteer experiences, including in higher education and fundraising, preferably through
leadership service in a WAAAUB Chapter;<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate demonstrates leadership, collaboration, accountability, and commitment to public service;<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate reflects in his or her volunteer efforts the basic values of AUB, including the promotion of freedom of expression, tolerance, and respect
for diversity; and<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>The candidate possesses a willingness to maintain the highest standards of personal and professional behavior in all interactions with fellow alumni,
University leadership, faculty, and students. <br>
</span>
</p>
<p id="AppendixB">
</p>
<p>
</p>
<p>
<span style="font-size: 16px;"><br>
</span>
</p>
<span style="font-size: 16px;"><strong><a name="AppendixB">Appendix B</a><br>
</strong><br> Procedures for Elections of the Elected Members of the WAAAUB Advisory Board </span><br>
<span style="font-size: 16px;"><br> This Appendix B sets forth procedures for AUB Alumni to nominate and elect the elected members of the WAAAUB Advisory Board (the “Elected Advisors”). <br> PROCESS
OVERVIEW<br> As set forth in the Bylaws, there shall be nine (9) Elected Advisors on the WAAAUB Advisory Board (the “Advisory Board”), with staggered terms so that not all Elected Advisors are elected at the same time.
Elections of Elected Advisors shall take place every two (2) years. Notwithstanding the foregoing, in the first election after adoption of these WAAAUB Bylaws, all nine (9) positions will need to be filled. <br>
The Nominating Committee of the WAAAUB Advisory Board the (“Nominating Committee”) is responsible for nominating individuals for election. Elected Advisors elected in accordance with the procedures set forth herein will
serve in accordance with the WAAAUB Bylaws. <br> For vacancies occurring during an incumbent Elected Advisor’s term, the President shall fill the vacancy, following consultation with the Chair and Vice Chair, in
accordance with the WAAAUB Bylaws.<br> THE ELECTION<br>
</span>
<span style="font-size: 16px;"><br> Nominations<br>
</span>
<span style="font-size: 16px;"><br> On or around February 1 of an election year (except for the year 2019, during which the election process may begin at a later time depending upon the date of adoption of these Bylaws), the
Nominating Committee with the assistance of the Alumni Relations Offices shall widely broadcast a call for nominations to Alumni by email or other means and in the appropriate issue of MainGate. Alumni may nominate
themselves or any other Alumnus/Alumnae to be considered for election as an Elected Advisor. Alumni shall be asked to submit their candidates’ names to the Nominating Committee by a deadline to be determined by the Alumni
Relations Offices. Any candidate names submitted or received after such deadline shall not be considered for that election cycle. The Nominating Committee shall provide all of the suggested candidate names it receives
to the Alumni Relations Offices, which shall verify whether each candidate is an eligible Alumnus/Alumna. The Nominating Committee may also nominate eligible candidates.<br> Selecting the Slates <br>
</span>
<span style="font-size: 16px;"><br> Based on submissions from Alumni and any candidates the Nominating Committee may otherwise identify as described above, the Nominating Committee shall develop a slate of qualified candidates for
election to the Advisory Board. The Nominating Committee shall select at least two (2) candidates for each Elected Advisor position to be filled. In selecting such candidates, the Nominating Committee shall consider
the following requirements set forth in Article IV of the WAAAUB Bylaws: (i) one of the Elected Advisors must have graduated from the University within the last ten (10) years, and (ii) it is intended that, when possible and
reasonably practicable, three (3) of the Elected Advisors will be from Lebanon, two (2) from MENA, two (2) from North America, and one (1) each from Europe and the Rest of the World. Other criteria relevant in the evaluation
of candidates are set forth in Appendix A.<br> The Nominating Committee shall meet as needed to ensure a thorough and thoughtful vetting process for candidates, in order to identify those persons who are qualified and willing and
able to serve and who would best serve the interests of WAAAUB and the University.<br> The slate will be presented by the Nominating Committee to the General Secretary, who shall present the slate to the University’s Vice
President for Advancement for approval by the President. Upon the President’s approval, the slate shall be prepared for the ballots.<br> Ballots<br> The General Secretary in coordination with the Alumni Relations Offices
will assist in preparation of the ballots and shall provide a template form for candidates to use in providing information about themselves for purposes of the ballot. The candidates shall provide statements of no more than
one hundred fifty (150) words. The candidate should have the opportunity to review a draft of the profile but will not write his or her own profile. The Nominating Committee shall approve the final version of all
profiles. A standard professional black and white photograph (head and shoulders) shall accompany each candidate profile for inclusion in the balloting process.<br> Voting<br> All Alumni (except as otherwise provided herein
or in the WAAAUB Bylaws) are eligible to participate in the voting process, which shall be by secret ballot and shall be conducted electronically. The electronic ballots should be made available to Alumni for voting no later
than March 30 of each election year, to be completed by Alumni no later than April 15. Any ballot submitted after April 15 shall not be considered. <br> An outside, independent balloting service shall be retained
by the Alumni Relations Offices to conduct the election and shall count the ballots and present the results. The service shall ensure that confidentiality is respected and protected throughout the election process. The
entire election process should be highly visible, transparent, and well publicized. The candidate with a plurality of votes shall be declared the winner. Newly-elected Elected Advisors shall take office on July 1 of
the election year. <br> CAMPAIGNING<br> Candidates are prohibited from campaigning in any way. All candidates shall be informed in advance of this policy and required to sign an agreement not to campaign themselves or
to allow surrogates to campaign on their behalf. If a violation occurs, the candidate’s nomination shall be withdrawn/disallowed. Such a decision would be the prerogative of the Nominating Committee and shall be
final.<br> “Campaigning” is defined as any action or effort promoting a candidate or candidates for elected office or otherwise attempting to influence the decision-making of the electorate with regard to a candidate or
candidates. Such actions include, but are not limited to: <br> •<span style="white-space: pre;"> </span>All mass communications by any means with AUB Alumni “at large” to either announce the candidacy of a particular
candidate or candidates or to encourage the election of such candidate(s). This includes mass communications by email, letters, telephone, social networking sites (i.e., Facebook, LinkedIn), or other means. <br> •<span
style="white-space: pre;"> </span>Publicly announcing and/or advertising the candidacy of an Alumnus/Alumna or of a group of Alumni by any means. A public announcement of candidacy promotes candidates even in the absence
of language that encourages voting. This includes announcement at events or at formal or informal group gatherings (events of alumni chapters, associations or businesses, social parties, etc.).<br> •<span
style="white-space: pre;"> </span>Providing and/or promising benefits in exchange for votes;<br> •<span style="white-space: pre;"> </span>Confusing or misleading voters by disseminating false information regarding the elections
or the candidates;<br> •<span style="white-space: pre;"> </span>Any of the above, performed by a surrogate on behalf of a candidate or candidates. <br> Communications with immediate family members and close friends and
colleagues will not constitute campaigning. The Nominating Committee possesses the right in its sole discretion to determine whether an action by a candidate or her/his associates and friends constitutes an act of campaigning and
to take appropriate action. <br> <br>
<a name="Appendix_C"><strong>Appendix C</strong></a><br> Form of Terms of Service for Members of the WAAAUB Advisory Board <br>
</span>
<span style="font-size: 16px;"><br> Advisory Board members of the Worldwide Alumni Association of the American University of Beirut (“WAAAUB”) are charged with serving AUB by offering counsel and assistance to the University and the
President in efforts to lead and promote positive alumni relations and nurture an alumni community that is active, engaged, and inspired to maintain lifelong relationships with AUB. In addition, as set forth in Section 4.1
of the WAAAUB Bylaws, the Advisory Board is charged with aligning alumni chapters around the world with the University’s strategic objectives; making recommendations to the President on alumni-related matters; encouraging
engagement through volunteerism and philanthropy; advising the University leadership on alumni-related matters; and serving as ambassadors of the University and advocates on its behalf. Advisory Board members will work to
fulfill the mission of WAAAUB outlined by the University leadership and as stated in the WAAAUB Bylaws Section 2.1.<br> These Terms of Service listed below are intended to guide Advisory Board members in the fulfillment of their
duties while in office.<br> WAAAUB Advisory Board members and its alumni volunteers agree to:<br>
</span>
<span style="font-size: 16px;"><br> •<span style="white-space: pre;"> </span>Serve and support the mission of WAAAUB and AUB<br> •<span style="white-space: pre;"> </span>Comply with and uphold the WAAAUB Bylaws<br> •<span
style="white-space: pre;"> </span>Agree to participate in training for WAAAUB volunteers<br> •<span style="white-space: pre;"> </span>Comply with all University rules and regulations <br> •<span style="white-space: pre;">
</span>Utilize contact information of alumni, faculty, friends, and students solely for the purpose of authorized initiatives pertaining to WAAAUB<br> •<span style="white-space: pre;"> </span>Maintain the highest standard of
personal and professional behavior while representing AUB and WAAAUB<br>
</span>
<span style="font-size: 16px;"><br> My signature below confirms that I have read, understand, and agree to comply with these Terms of Service while serving as a WAAAUB Advisory Board member.<br>
</span>
<span style="font-size: 16px;"><br>
</span>
<span style="font-size: 16px;"><br> ____________________________<br> Signature<br>
</span>
<span style="font-size: 16px;"><br> ____________________________<br> Print Name<br>
</span>
<span style="font-size: 16px;"><br> ____________________________<br>
<p id="AppendixD">
</p>
<p>
</p>
<p> Date<span style="font-size: 16px;"><br>
</span></p>
<p id="AppendixD"> <br>
<strong><a name="Appendix_D">Appendix D</a></strong><br> Procedures for Election of Nominees for the Position of Alumni-elected Trustee<br> This Appendix D sets forth procedures for AUB Alumni to elect individuals to the
position of Alumni-elected Trustee to serve on the University’s Board of Trustees (subject to confirmation/vote of their election by the Board of Trustees), in order to increase the opportunities for direct and regular
communication between the University’s Board of Trustees and the Alumni. A successful process for nomination and election of Alumni-elected Trustees would:<br> •<span style="white-space: pre;"> </span>Identify talented
Alumni leaders and bring them to the attention of the Board of Trustees.<br> •<span style="white-space: pre;"> </span>Symbolize the University’s respect for its Alumni and their contribution to the University.<br> •<span
style="white-space: pre;"> </span>Be a mechanism for encouraging increased Alumni involvement with the University.<br> PROCESS OVERVIEW<br> As set forth in the WAAAUB Bylaws and the Bylaws of the University (the “AUB Bylaws”),
there are three (3) seats for Alumni-elected Trustees on the University’s Board of Trustees (the “BOT”). Elections for Alumni-elected Trustees shall take place in any year in which an incumbent Alumni-elected Trustee’s
term expires. Vacancies arising for other reasons during an incumbent Alumni-elected Trustee’s term shall be filled by the University’s Board of Trustees in accordance with the AUB Bylaws.<br> The Nominating Committee of
the WAAAUB Advisory Board (the “Nominating Committee”) is responsible for selecting a slate of Alumni candidates to be approved by the President and the BOT (or an authorized committee thereof), as described herein, for election
by the Alumni. The elected individual shall serve as an Alumni-elected Trustee on the BOT following confirmation/vote of his or her election by the BOT. <br> After his or her election is confirmed/ratified by
the BOT, each Alumni-elected Trustee shall have the same rights and responsibilities as the other trustees of the University. In accordance with the AUB Bylaws, each Alumni-elected Trustee so elected shall serve for no
more than one three-year term and will not be eligible for re-election for another three-year term without a hiatus of at least one (1) year, except that any Alumni-elected Trustee who serves for less than a three-year term may
be eligible for reelection for a full three-year term. <br> For vacancies occurring during an incumbent Alumni-elected Trustee’s term, the BOT shall fill the vacancy, typically by selecting the runner-up in the
election for Alumni-elected Trustee that resulted in the vacating Alumni-elected Trustee’s election, but in any event at the discretion of the BOT and in accordance with the AUB Bylaws. <br> THE ELECTION<br>
<span style="font-size: 16px;"><br> Nominations<br>
</span>
<span style="font-size: 16px;"><br> On or around February 1 of an election year (except for the year 2019, during which the election process may begin at a later time depending upon the date of adoption of these Bylaws), the
Nominating Committee with the assistance of the Alumni Relations Offices shall widely broadcast a call for nominations to Alumni by email or other means and in the appropriate issue of MainGate. Alumni may nominate
themselves or any other Alumnus/Alumnae to be considered for election as an Alumni-elected Trustee. Alumni shall be asked to submit their candidates’ names to the Nominating Committee by a deadline determined by the
Alumni Relations Offices. Any candidate names submitted or received after such deadline shall not be considered for that election cycle. The Nominating Committee shall provide all of the suggested candidate names
it receives to the Alumni Relations Offices, which shall verify whether each candidate is an eligible Alumnus/Alumna. The Nominating Committee may also nominate eligible candidates.<br> Selecting the Slates <br>
</span>
<span style="font-size: 16px;"><br> Based on submissions from Alumni and any candidates the Nominating Committee may otherwise identify as described above, the Nominating Committee shall develop a slate of qualified
candidates. The slate should be developed to reflect the geographic diversity of the University’s Alumni community, to attract Alumni who have graduated within the last ten (10) years, and to acknowledge those who have
served Alumni Chapters or branches over a period of time. Specific criteria for Alumni-elected Trustees will be determined by the BOT (or an authorized committee thereof) and such criteria will take into account, at the
discretion of the BOT or such authorized committee, the objective of having one (1) Alumni-elected Trustee out of the three (3) in office at a given time be a Young Alumnus (e.g., graduated in the last ten (10)
years). <br> The Nominating Committee shall select at least three (3) candidates for each Alumni-elected Trustee position in accordance with criteria determined by the BOT. The Nominating Committee shall meet
as needed to ensure a thorough and thoughtful vetting process for candidates, in order to identify those persons who are qualified and willing and able to serve and who would best serve the interests of the
University. <br> Once developed, the slate will be presented to the General Secretary, who will share the slate with the Vice President for Advancement for the approval of the President. Upon the President’s
approval of the slate, the President or his designee shall propose the slate to the BOT (or an authorized committee thereof) for its approval, and upon such approval, the slate will be prepared for the election
ballots. <br> Ballots<br> The General Secretary in coordination with the Alumni Relations Offices will assist in preparation of the ballots and shall provide a template form for candidates to use in providing information
about themselves for purposes of the ballot. The candidates shall provide statements of no more than one hundred fifty (150) words. The candidate should have the opportunity to review a draft of the profile
but will not write his or her own profile. The Nominating Committee shall approve the final version of all profiles. A standard professional black and white photograph (head and shoulders) shall accompany each
candidate profile for inclusion in the balloting process.<br> Voting<br> All Alumni (except as otherwise provided herein or in the WAAAUB Bylaws) are eligible to participate in the voting process, which shall be by secret
ballot and shall be conducted electronically. The electronic ballots should be made available to Alumni for voting no later than March 30 of each election year, to be completed by Alumni no later than April 15. Any
ballot submitted after April 15 shall not be considered. <br> An outside, independent balloting service shall be retained by the Alumni Relations Offices to conduct the election and shall count the ballots and
present the results. The service shall ensure that confidentiality is respected and protected throughout the election process. The entire election process should be highly visible, transparent, and well
publicized. The candidate with a plurality of votes shall be declared the winning Alumni-elected Trustee. <br> Following confirmation/vote of the Alumni-elected Trustee’s election by the BOT, the new
Alumni-elected Trustee shall take office.<br> CAMPAIGNING<br> Candidates are prohibited from campaigning in any way. All candidates shall be informed in advance of this policy and required to sign an agreement not to
campaign themselves or to allow surrogates to campaign on their behalf. If a violation occurs, the candidate’s nomination shall be withdrawn/disallowed. Such a decision would be the prerogative of the Nominating
Committee and shall be final.<br> “Campaigning” is defined as any action or effort promoting a candidate or candidates for elected office or otherwise attempting to influence the decision-making of the electorate with regard
to a candidate or candidates. Such actions include, but are not limited to: <br> •<span style="white-space: pre;"> </span>All mass communications by any means with AUB Alumni “at large” to either announce the
candidacy of a particular candidate or candidates or to encourage the election of such candidate(s). This includes communications by email, letters, telephone, social networking sites (i.e., Facebook, LinkedIn), or other
means. <br> •<span style="white-space: pre;"> </span>Publicly announcing and/or advertising the candidacy of an Alumnus/Alumna or of a group of Alumni by any means. A public announcement of candidacy promotes
candidates even in the absence of language that encourages voting. This includes announcement at events or at formal or informal group gatherings (events of alumni chapters, associations or businesses, social parties,
etc.).<br> •<span style="white-space: pre;"> </span>Providing and/or promising benefits in exchange for votes.<br> •<span style="white-space: pre;"> </span>Confusing or misleading voters by disseminating false information
regarding the elections or the candidates.<br> •<span style="white-space: pre;"> </span>Any of the above, performed by a surrogate on behalf of a candidate or candidates. <br> Communications with immediate family members
and close friends and colleagues will not constitute campaigning. The Nominating Committee possesses the right in its sole discretion to determine whether an action by a candidate or her/his associates and friends
constitutes an act of campaigning and to take appropriate action. </span>
</p>
<p id="appendix"><span style="font-size: 16px;"><a name="Appendix_E"><strong>Appendix E</strong></a><br>
</span>
<span style="font-size: 16px;"><br> Transitional Nominating Committee<br>
</span><span style="font-size: 16px;"><br> The Transitional Nominating Committee shall serve until the earlier of (i) the completion of the first WAAAUB elections held in accordance with these Bylaws (whether for Alumni-elected
Trustees or Elected Advisors), and (ii) such time as a Nominating Committee is constituted in accordance with Section 6.4 of these Bylaws, or until such other time as determined by the President. (The period that the
Transitional Nominating Committee shall serve is referred to herein as the “Transition Period”). <br> There shall be at least three (3) members of the Transitional Nominating Committee, appointed by the President
from among the members of the WAAAUB Restructuring Advisory Committee. <br> There shall be at least three (3) Regions represented on the Transitional Nominating Committee, where possible and reasonably
practicable. <br> The President shall select the chair of the Transitional Nominating Committee from among the members of the committee. <br> Upon the conclusion or termination of the Transition Period, the
Transitional Nominating Committee shall dissolve. <br>
</span>
<span style="font-size: 16px;"><br>
<strong>Appendix F</strong></span>
</p>
<p id="appendix"><span style="font-size: 16px;"><br> WAAAUB Chapter Policies and Procedures<br>
</span>
<span style="font-size: 16px;"><br> [Currently under review]<br>
</span>
</p>
</span>
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WAAAUB BYLAWS
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BYLAWS
OF
WORLDWIDE ALUMNI ASSOCIATION
OF THE AMERICAN UNIVERSITY OF BEIRUT
Adopted as of March 15, 2019
Download the Bylaws
Name
Section 1.1 This organization shall be known as the Worldwide Alumni Association
of the American University of Beirut (“WAAAUB”).
Article II
Mission, Structure, and Relationship to the University
Section 2.1 Mission
The mission of WAAAUB is to strengthen ties between the American University of
Beirut (“AUB” or the “University”) and its alumni and to engage and support
alumni in advancing and supporting the educational, research, and service
mission of the University. WAAAUB shall work to bring the alumni community
together to foster meaningful connections, to share and learn from each other,
and to preserve and promote the educational mission and rich heritage and values
of the University.
Section 2.2 Structure of WAAAUB
WAAAUB was established by the University’s Board of Trustees as a mechanism to
engage with University Alumni around the world. WAAAUB is as an integral part
of the University and its affairs are managed in accordance with these Bylaws
and under the supervision and authority of the President of the University (the
“President”). All AUB alumni (as defined in Section 3.1 below) are members of
WAAAUB. WAAAUB provides the framework through which the following bodies are
organized:
(i) the Alumni Advisory Board (the “Advisory Board”), and
(ii) the WAAAUB Chapters Council (the “Council”), each as described herein.
In addition, the members of WAAAUB shall elect Alumni-elected Trustees (as
defined in Article X hereof) from a slate developed by the Nominating Committee
of the Advisory Board and approved by the University’s President and its Board
of Trustees or an authorized committee thereof, in accordance with the election
procedures further described herein.
Further, the Advisory Board will make recommendations to the President for the
establishment of alumni chapters (the “Chapters”), to be charted by the
University pursuant to a chapter agreement (the “Chapter Agreement”) containing
a license to use the WAAAUB name, logo, and other marks, as described further in
Article VIII below.
Section 2.3 Relationship to the University
As an integral part of the University, WAAAUB derives its right to exist from
the University’s Board of Trustees and does not have separate legal status.
WAAAUB shall act on behalf of the University in its relationship to its alumni
throughout the world and is accountable to the President. The staff of the
University’s Alumni Relations Offices (the “Alumni Relations Offices”) are the
University’s representatives working with WAAAUB to support WAAAUB’s efforts on
behalf of the University and its alumni. The General Secretary of WAAAUB will
be a full-time staff member of the University’s Office of Advancement, reporting
to the University’s Vice President for Advancement. The main office of WAAAUB
shall be on the University’s campus in Beirut.
Section 2.4 University Advancement Office, Employees, and Faculty
No member of the University’s Office of Advancement (which includes Alumni
Relations and Development) or any other employee or full-time faculty member of
AUB may be a voting member of the Advisory Board or any committee of the
Advisory Board, an officer of the Advisory Board, an officer or voting member of
any Chapter (other than a professional Chapter), or an Alumni-elected Trustee,
as each is described herein.
Article III
Section 3.1 Alumni
Members of WAAAUB are all persons who:
(i) have completed at least one academic year of study at the University but are
no longer undergraduate students at the University,
(ii) are medical residents and fellows who have spent no less than one academic
year at the AUB Medical Center,
(iii) are honorary degree holders or “honorary alumni” as deemed by the
University (“Honorary Alumni”), or
(iv) are Associate Alumni as that term is defined by the University (i.e., those
persons who hold an AUB diploma, having completed a minimum of eight (8) courses
in any AUB academic department, each course consisting of at least 30 contact
hours) ((i) through (iv) are collectively referred to hereinafter as “Alumni,”
and each such person an “Alumnus” or “Alumna”).
The Advisory Board may recommend individuals to the University to be named
Honorary Alumni.
There shall be no registration or dues payments required to be a member of
WAAAUB.
Notwithstanding anything in these Bylaws to the contrary, Associate Alumni and
Honorary Alumni as described above do not have the right to vote, run for
elections, serve on the Advisory Board or any committee, serve as an officer of
the Advisory Board or any Chapter, or serve as an Alumni-elected Trustee.
Section 3.2 Regions
WAAAUB shall be divided into five regions as follows for purposes of encouraging
geographical representation and diversity: (i) Europe; (ii) Lebanon; (iii)
Middle East (not including Lebanon) and North Africa (“MENA”); (iv) North
America; and (v) Rest of the World (Asia, not including Lebanon and MENA;
Africa; Australia; Latin America, etc.).
Article IV
The Advisory Board
Section 4.1 Role
The Advisory Board serves the following functions:
(i) provides counsel and support to the University and the President in efforts
to lead and promote positive alumni relations and nurture an alumni community
that is active, engaged, and inspired to maintain lifelong relationships with
AUB;
(ii) helps align WAAAUB Chapters around the world with the University’s
strategic objectives;
(iii) discusses and makes recommendations to the President on alumni-related
matters;
(iv) encourages engagement through volunteerism and philanthropy;
(v) advises the University leadership on alumni-related matters; and
(vi) serves as ambassadors of the University and advocates on its behalf.
The Advisory Board may delegate responsibilities to its officers and committees,
subject to the President’s approval. The Advisory Board reports directly to the
President.
Section 4.2 Composition and Election
The Advisory Board shall be composed of eighteen (18) voting members plus ex
officio non-voting members, as follows:
(i) nine (9) members elected by the Alumni in accordance with these Bylaws, (the
“Elected Advisors”);
(ii) nine (9) members appointed by the President (the “Appointed Advisors”); and
(iii) ex officio members who are non-voting, which include: the Alumni-elected
Trustees on the University’s Board of Trustees (as described in Article X), the
University’s Vice President for Advancement, the General Secretary (as described
in Article IX), and the two most senior staff members of the University’s Alumni
Relations Offices (which may include the General Secretary).
One of each of the Elected Advisors and Appointed Advisors must have graduated
from the University within the last ten (10) years. It is intended that, when
possible and reasonably practicable, three (3) of each of the Elected Advisors
and Appointed Advisors will be from Lebanon, two (2) from MENA, two (2) from
North America, and one (1) each from Europe and the Rest of the World.
The criteria for Elected and Appointed Advisors and the method of electing the
Elected Advisors is set forth in Appendices A and B attached hereto.
Section 4.3 Term
Voting Advisors (each, for the purposes of this Section, an “Advisor”) shall
serve for a term of four (4) years and until each such Advisor’s successor is
elected and qualified, or until his or her earlier death, resignation, or
removal, except that an Advisor’s term may be shorter where he or she is elected
or appointed to fill a vacancy (in which event he or she shall serve the
remainder of the vacated term) or is elected or appointed to a shorter term
established for the purpose of achieving staggered terms in accordance with
these Bylaws. Prior to service, Advisors must execute a form agreeing to the
terms of service as set forth on Appendix C attached hereto. Advisors may not
be elected or appointed to a second full term until after a hiatus of at least
one year, except that any Advisor who is elected or appointed to a partial term
as described in this Section shall be eligible for election or appointment to a
full term upon the conclusion of his or her partial term without a hiatus.
For the purposes of staggering Advisor terms, there shall be two (2) groups of
voting Advisors: “Group A,” whose initial term shall expire two (2) years after
election or appointment (and, for the avoidance of doubt, such persons shall be
eligible for reelection to a second term of four (4) years in accordance with
the previous paragraph), and “Group B,” whose initial term shall expire four (4)
years after election or appointment. Group A shall initially be made up of five
(5) Appointed Advisors and four (4) Elected Advisors. Group B shall initially
be made up of five (5) Elected Advisors and four (4) Appointed Advisors.
Elections shall occur every two (2) years in accordance with Appendix B. The
initial Appointed and Elected Advisors will be randomly assigned to Group A and
Group B.
Section 4.4 Vacancies
A vacancy among the voting members of the Advisory Board arising at any time and
for any reason may be filled for the unexpired term by the President, following
consultation with the Chair and Vice Chair.
Section 4.5 Resignation
Any voting member of the Advisory Board may resign at any time by giving written
notice of such resignation to the President or the Chair. Any voting member of
the Advisory Board absent from three (3) consecutive meetings of the Advisory
Board without justifiable cause shall be deemed to have resigned from the
Advisory Board.
Section 4.6 Removal
Any Appointed Advisor may be removed by the President. Any Elected Advisor may
be removed by majority vote of the voting members of the Advisory Board.
Section 4.7 Meetings
Regular meetings of the Advisory Board shall be held at least two (2) times a
year (one of which shall be the Advisory Board’s annual meeting, which may occur
at the Annual Alumni Leadership Convention (the “Convention”)), upon no less
than thirty (30) days’ notice to the members of the Advisory Board. Special
meetings of the Advisory Board may be called by the President, the Chair, or by
a majority of the voting members of the Advisory Board . No less than seven (7)
days’ notice must be given to the members of the Advisory Board for special
meetings. Meetings shall normally be held in Beirut. The staff of the Alumni
Relations Offices, together with the General Secretary, shall facilitate and be
responsible for the recording of minutes at the meetings of the Advisory Board.
Section 4.8 Quorum and Voting
A simple majority of the voting members of the Advisory Board shall constitute a
quorum at any meeting of the Advisory Board. All matters to be decided by the
Advisory Board shall be decided by majority vote of the voting members at a
meeting at which a quorum is present. No Advisory Board member may vote by
proxy.
Section 4.9 Attendance by Conference Phone and Unanimous Written Consent
Any one or more members of the Advisory Board may participate in a meeting of
the Advisory Board by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at the meeting. Any action required or permitted to be taken by the
Advisory Board may be taken without a meeting, if all voting members of the
Advisory Board consent in writing or by electronic transmission to the adoption
of a resolution authorizing the action. The resolution and the written or
electronic consents thereto shall be filed with the minutes of the proceedings
of the Advisory Board.
Article V
Officers of the Advisory Board
Section 5.1 Composition
Officers of the Advisory Board shall consist of a Chair and Vice Chair. The
officers shall be elected by the voting members of the Advisory Board. Each
officer shall be a voting member of the Advisory Board and each shall be from a
different Region.
Section 5.2 Term
Officers shall serve for a term of two (2) years and until each such officer’s
successor is elected and qualified, or until his or her earlier death,
resignation, or removal, except that an officer’s term may be shorter where he
or she is elected or appointed to fill a vacancy (in which event he or she shall
serve the remainder of the vacated term), or where his or her term as a voting
member of the Advisory Board shall sooner expire (in which event he or she shall
serve until his or her term as a voting member of the Advisory Board shall
expire). Officers shall be elected by the voting members of the Advisory Board
at the annual meeting of the Advisory Board at which their terms expire.
Section 5.3 Vacancies
Any vacancy in any officer position between annual meetings of the Advisory
Board may be filled for the unexpired term by the Advisory Board.
Section 5.4 Resignation
Any officer may resign at any time by giving written notice of such resignation
to the President.
Section 5.5 Removal
Any officer may be removed by a two-thirds vote of the voting members of the
Advisory Board.
Section 5.6 Chair
The Chair shall preside at meetings of the Advisory Board and shall represent
the Advisory Board at University events and meetings. The Chair shall be
responsible to and maintain regular contact with the President. The Chair shall
coordinate with the Alumni Relations Offices including the General Secretary on
WAAAUB operational matters and shall have such other authority and perform such
other duties as may be assigned by the President or the Advisory Board.
Section 5.7 Vice Chair
The Vice Chair shall perform the duties of the Chair in the event of the absence
or incapacity of the Chair and shall have such other authority and perform such
other duties as may be assigned by the President or the Chair or the Advisory
Board.
Article VI
Committees of the Advisory Board
Section 6.1 Committees
The President, or the Advisory Board by resolution adopted by a majority of its
voting members, may designate one or more committees of the Advisory Board and
appoint the members and chair thereof, each committee to consist of at least
three (3) voting members of the Advisory Board. No such committee shall act on
behalf of the Advisory Board.
Section 6.2 Regional Representation and Ex Officio Members
It is the intention that the members of all committees shall reflect the
diversity in geography, gender, age, and interests of the WAAAUB membership.
The membership of each committee shall be representative of at least three (3)
Regions, where possible and reasonably practicable.
The General Secretary and one of the senior staff members of the University’s
Alumni Relations Offices, or their designees, shall be ex officio members of all
committees, and shall be invited to all meetings of the committees but shall not
have voting rights.
Section 6.3 Operations of Committees
Each member of a committee will continue as such until his or her successor is
appointed, or until his or her earlier death, resignation, or removal, unless
the committee will be sooner terminated. Each committee member shall serve at
the pleasure of, and can be removed by, the individual or body that appointed
him or her (i.e., the Advisory Board or the President, as the case may be).
Unless otherwise provided in the committee designation, a majority of the
members of the committee will constitute a quorum and the act of a majority of
the members present at a meeting at which a quorum is present will be the act of
the committee. Committee members may participate in a committee meeting by
telephone conference or similar, and committee action may be taken by unanimous
written consent, consistent with Section 4.9 of these Bylaws.
Section 6.4 Nominating Committee
There shall be a Nominating Committee which shall be responsible for developing
the slate of nominees for (i) Elected Advisors to be elected by the Alumni in
accordance with Appendix B, and (ii) Alumni-elected Trustees to be elected by
the Alumni (subject to confirmation/vote by the University’s Board of Trustees),
in accordance with Appendix D attached hereto. The Nominating Committee shall
be composed of five (5) members including a chair, all appointed from among the
voting members of the Advisory Board and the members of the Council by the
President in consultation with the University’s Vice President for Advancement.
There shall be at least three (3) Regions represented on the Nominating
Committee, where possible and reasonably practicable. The President shall
select the chair of the Nominating Committee from among the members of the
committee. The chair of the Nominating Committee shall serve one (1) year and
shall not thereafter be eligible to serve as chair until a hiatus of at least
one (1) year.
Notwithstanding anything in these Bylaws to the contrary, upon initial adoption
of these Bylaws, there shall be a transitional committee charged with performing
the functions of the Nominating Committee as described in Appendix E attached
hereto (the “Transitional Nominating Committee”).
Article VII
WAAAUB Chapters Council
Section 7.1 Role
The Council shall serve as a forum for the exchange of ideas, experiences, and
best practices among Chapter leadership and provide an opportunity for the
discussion of common issues and the development of collaborations across
Chapters. The Council shall participate in the Convention. The Council shall
be convened by the President and chaired by him or his designee. The General
Secretary and the two most senior staff members of the University’s Alumni
Relations Offices, or their designees, shall serve as ex officio members of the
Council without voting rights, and shall be responsible for facilitating the
business affairs of the Council.
Section 7.2 Composition
The members of the Council shall be the presidents of all approved Chapters,
each of whom serve on the Council ex officio.
Section 7.3 Term
Council members may only serve for the duration of their terms as presidents of
their respective Chapters.
Section 7.4 Meetings
The Council shall hold an annual meeting each year, which shall be the
Convention as described above, and may hold other meetings as may be determined
and called by the President or his designee. Meetings will occur upon no less
than thirty (30) days’ notice to the members of the Council. The President or
his designee shall set the agenda for and preside over meetings of the Council.
The staff of the Alumni Relations Offices shall facilitate and be responsible
for the recording of minutes at the meetings of the Council.
Section 7.5 Attendance by Telephone Conference
Any one or more members of the Council may participate in a meeting of the
Council by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at the
meeting.
Article VIII
Alumni Chapters
Section 8.1 Role
Chapters are local bodies chartered by the University that serve to foster,
maintain, and support relationships between Alumni and the University. Chapters
elect their own officers and conduct their own affairs independently under the
supervision and guidance of the University’s Alumni Relations Offices, in
accordance with the Chapter Agreement and the guidelines set forth in the WAAAUB
Chapter Policies and Procedures attached hereto as Appendix F, and subject to
the ultimate authority of the President.
Section 8.2 Formation
The Alumni Relations Offices will recommend the chartering and licensing of new
Chapters to the Advisory Board which will then make a recommendation to the
President to charter and license a new Chapter.
Section 8.3 Finances
Each Chapter is responsible for the management and oversight of its own finances
and shall report to the Alumni Relations Offices on its finances at least
annually in accordance with Section 8.4 below.
Section 8.4 Reports
Within two (2) months after the end of its fiscal year, each Chapter shall
submit to the Alumni Relations Offices an annual report for the past fiscal year
detailing its finances and showing that it has conducted activities that foster,
maintain, and support relationships between Alumni and the University and
promote the educational mission of AUB, and that the Chapter is in compliance
with the Chapter Agreement and the WAAAUB Chapter Policies and Procedures as
then in effect.
Section 8.5 Exceptions to Operating Standards
To the extent that any Chapter is unable to meet the requirements of the WAAAUB
Chapter Policies and Procedures, whether due to legal or financial operating
standards particular to the country in which the Chapter is located, or for any
other reason, the Advisory Board, upon consultation with the Alumni Relations
Offices, will recommend to the President that the Chapter receive an exception,
thereby allowing the Chapter to remain an approved Chapter. Any such exception
shall be reviewed at least once every five (5) years to determine whether it is
still appropriate.
Article IX
General Secretary
Section 9.1 Appointment and Role
The General Secretary shall be part of the University’s Alumni Relations Offices
and shall be appointed by and report directly to the University’s Vice President
for Advancement. The General Secretary along with other staff of the Alumni
Relations Offices shall be responsible for managing WAAAUB operations. The
General Secretary shall serve as liaison between the Advisory Board and the
University, between the Advisory Board and Council, and between and among the
members of the Advisory Board. The General Secretary shall, in consultation
with the Chair of the Advisory Board, the University President, and the Alumni
Relations Offices, set the agenda for meetings of the Advisory Board.
Article X
Alumni-elected Trustees
Section 10.1 Election
Three (3) members of the University’s Board of Trustees shall be elected by
Alumni (subject to confirmation/vote by the Board of Trustees) from a slate
prepared by the Advisory Board’s Nominations Committee and approved by the
President and the Board of Trustees (or an authorized committee thereof). The
elections will occur in accordance with the process set forth in Appendix D.
The Board of Trustees (or an authorized committee thereof) shall determine the
criteria for choosing the candidates.
Each Alumni-elected Trustee so elected to the Board of Trustees shall serve in
accordance with the AUB Bylaws. A vacancy arising for any reason during an
incumbent Alumni-elected Trustee’s term shall be filled by the University’s
Board of Trustees in accordance with the AUB Bylaws.
Article XI
Dissolution
Section 11.1 Disposition of Funds
In the event of the dissolution of WAAAUB, the University’s Board of Trustees
shall, after paying or making provisions for the payment of all of the
liabilities of WAAAUB, dispose of the assets of WAAAUB exclusively for the
support of the University.
Article XII
Amendments
Section 12.1 Amendment of Bylaws
These Bylaws (including the Appendices attached hereto, which are incorporated
herein) may be amended only by (i) the President or (ii) majority vote of the
voting members of the Advisory Board with the approval of the President. Notice
of any proposed amendments shall be given in writing (whether by electronic
means or otherwise) at least two (2) weeks before any meeting of the Advisory
Board at which the amendments shall be voted on.
Appendix A
Criteria for Election or Appointment to the Advisory Board
The following criteria are relevant in the evaluation of candidates for election
or appointment to the Advisory Board:
• The candidate maintains awareness of and interest in the University’s
strategic priorities and mission;
• The candidate possesses an awareness and understanding of, and a willingness
to serve and advance, the AUB Alumni function;
• The candidate exhibits a willingness to participate in and/or encourage
philanthropy within the alumni community;
• The candidate possesses a record of sustained and various volunteer
experiences, including in higher education and fundraising, preferably through
leadership service in a WAAAUB Chapter;
• The candidate demonstrates leadership, collaboration, accountability, and
commitment to public service;
• The candidate reflects in his or her volunteer efforts the basic values of
AUB, including the promotion of freedom of expression, tolerance, and respect
for diversity; and
• The candidate possesses a willingness to maintain the highest standards of
personal and professional behavior in all interactions with fellow alumni,
University leadership, faculty, and students.
Appendix B
Procedures for Elections of the Elected Members of the WAAAUB Advisory Board
This Appendix B sets forth procedures for AUB Alumni to nominate and elect the
elected members of the WAAAUB Advisory Board (the “Elected Advisors”).
PROCESS OVERVIEW
As set forth in the Bylaws, there shall be nine (9) Elected Advisors on the
WAAAUB Advisory Board (the “Advisory Board”), with staggered terms so that not
all Elected Advisors are elected at the same time. Elections of Elected
Advisors shall take place every two (2) years. Notwithstanding the foregoing,
in the first election after adoption of these WAAAUB Bylaws, all nine (9)
positions will need to be filled.
The Nominating Committee of the WAAAUB Advisory Board the (“Nominating
Committee”) is responsible for nominating individuals for election. Elected
Advisors elected in accordance with the procedures set forth herein will serve
in accordance with the WAAAUB Bylaws.
For vacancies occurring during an incumbent Elected Advisor’s term, the
President shall fill the vacancy, following consultation with the Chair and Vice
Chair, in accordance with the WAAAUB Bylaws.
THE ELECTION
Nominations
On or around February 1 of an election year (except for the year 2019, during
which the election process may begin at a later time depending upon the date of
adoption of these Bylaws), the Nominating Committee with the assistance of the
Alumni Relations Offices shall widely broadcast a call for nominations to Alumni
by email or other means and in the appropriate issue of MainGate. Alumni may
nominate themselves or any other Alumnus/Alumnae to be considered for election
as an Elected Advisor. Alumni shall be asked to submit their candidates’ names
to the Nominating Committee by a deadline to be determined by the Alumni
Relations Offices. Any candidate names submitted or received after such
deadline shall not be considered for that election cycle. The Nominating
Committee shall provide all of the suggested candidate names it receives to the
Alumni Relations Offices, which shall verify whether each candidate is an
eligible Alumnus/Alumna. The Nominating Committee may also nominate eligible
candidates.
Selecting the Slates
Based on submissions from Alumni and any candidates the Nominating Committee may
otherwise identify as described above, the Nominating Committee shall develop a
slate of qualified candidates for election to the Advisory Board. The
Nominating Committee shall select at least two (2) candidates for each Elected
Advisor position to be filled. In selecting such candidates, the Nominating
Committee shall consider the following requirements set forth in Article IV of
the WAAAUB Bylaws: (i) one of the Elected Advisors must have graduated from the
University within the last ten (10) years, and (ii) it is intended that, when
possible and reasonably practicable, three (3) of the Elected Advisors will be
from Lebanon, two (2) from MENA, two (2) from North America, and one (1) each
from Europe and the Rest of the World. Other criteria relevant in the
evaluation of candidates are set forth in Appendix A.
The Nominating Committee shall meet as needed to ensure a thorough and
thoughtful vetting process for candidates, in order to identify those persons
who are qualified and willing and able to serve and who would best serve the
interests of WAAAUB and the University.
The slate will be presented by the Nominating Committee to the General
Secretary, who shall present the slate to the University’s Vice President for
Advancement for approval by the President. Upon the President’s approval, the
slate shall be prepared for the ballots.
Ballots
The General Secretary in coordination with the Alumni Relations Offices will
assist in preparation of the ballots and shall provide a template form for
candidates to use in providing information about themselves for purposes of the
ballot. The candidates shall provide statements of no more than one hundred
fifty (150) words. The candidate should have the opportunity to review a draft
of the profile but will not write his or her own profile. The Nominating
Committee shall approve the final version of all profiles. A standard
professional black and white photograph (head and shoulders) shall accompany
each candidate profile for inclusion in the balloting process.
Voting
All Alumni (except as otherwise provided herein or in the WAAAUB Bylaws) are
eligible to participate in the voting process, which shall be by secret ballot
and shall be conducted electronically. The electronic ballots should be made
available to Alumni for voting no later than March 30 of each election year, to
be completed by Alumni no later than April 15. Any ballot submitted after April
15 shall not be considered.
An outside, independent balloting service shall be retained by the Alumni
Relations Offices to conduct the election and shall count the ballots and
present the results. The service shall ensure that confidentiality is respected
and protected throughout the election process. The entire election process
should be highly visible, transparent, and well publicized. The candidate with
a plurality of votes shall be declared the winner. Newly-elected Elected
Advisors shall take office on July 1 of the election year.
CAMPAIGNING
Candidates are prohibited from campaigning in any way. All candidates shall be
informed in advance of this policy and required to sign an agreement not to
campaign themselves or to allow surrogates to campaign on their behalf. If a
violation occurs, the candidate’s nomination shall be withdrawn/disallowed.
Such a decision would be the prerogative of the Nominating Committee and shall
be final.
“Campaigning” is defined as any action or effort promoting a candidate or
candidates for elected office or otherwise attempting to influence the
decision-making of the electorate with regard to a candidate or candidates.
Such actions include, but are not limited to:
• All mass communications by any means with AUB Alumni “at large” to either
announce the candidacy of a particular candidate or candidates or to encourage
the election of such candidate(s). This includes mass communications by email,
letters, telephone, social networking sites (i.e., Facebook, LinkedIn), or other
means.
• Publicly announcing and/or advertising the candidacy of an Alumnus/Alumna or
of a group of Alumni by any means. A public announcement of candidacy promotes
candidates even in the absence of language that encourages voting. This
includes announcement at events or at formal or informal group gatherings
(events of alumni chapters, associations or businesses, social parties, etc.).
• Providing and/or promising benefits in exchange for votes;
• Confusing or misleading voters by disseminating false information regarding
the elections or the candidates;
• Any of the above, performed by a surrogate on behalf of a candidate or
candidates.
Communications with immediate family members and close friends and colleagues
will not constitute campaigning. The Nominating Committee possesses the right in
its sole discretion to determine whether an action by a candidate or her/his
associates and friends constitutes an act of campaigning and to take appropriate
action.
Appendix C
Form of Terms of Service for Members of the WAAAUB Advisory Board
Advisory Board members of the Worldwide Alumni Association of the American
University of Beirut (“WAAAUB”) are charged with serving AUB by offering counsel
and assistance to the University and the President in efforts to lead and
promote positive alumni relations and nurture an alumni community that is
active, engaged, and inspired to maintain lifelong relationships with AUB. In
addition, as set forth in Section 4.1 of the WAAAUB Bylaws, the Advisory Board
is charged with aligning alumni chapters around the world with the University’s
strategic objectives; making recommendations to the President on alumni-related
matters; encouraging engagement through volunteerism and philanthropy; advising
the University leadership on alumni-related matters; and serving as ambassadors
of the University and advocates on its behalf. Advisory Board members will work
to fulfill the mission of WAAAUB outlined by the University leadership and as
stated in the WAAAUB Bylaws Section 2.1.
These Terms of Service listed below are intended to guide Advisory Board members
in the fulfillment of their duties while in office.
WAAAUB Advisory Board members and its alumni volunteers agree to:
• Serve and support the mission of WAAAUB and AUB
• Comply with and uphold the WAAAUB Bylaws
• Agree to participate in training for WAAAUB volunteers
• Comply with all University rules and regulations
• Utilize contact information of alumni, faculty, friends, and students solely
for the purpose of authorized initiatives pertaining to WAAAUB
• Maintain the highest standard of personal and professional behavior while
representing AUB and WAAAUB
My signature below confirms that I have read, understand, and agree to comply
with these Terms of Service while serving as a WAAAUB Advisory Board member.
____________________________
Signature
____________________________
Print Name
____________________________
Date
Appendix D
Procedures for Election of Nominees for the Position of Alumni-elected Trustee
This Appendix D sets forth procedures for AUB Alumni to elect individuals to
the position of Alumni-elected Trustee to serve on the University’s Board of
Trustees (subject to confirmation/vote of their election by the Board of
Trustees), in order to increase the opportunities for direct and regular
communication between the University’s Board of Trustees and the Alumni. A
successful process for nomination and election of Alumni-elected Trustees would:
• Identify talented Alumni leaders and bring them to the attention of the Board
of Trustees.
• Symbolize the University’s respect for its Alumni and their contribution to
the University.
• Be a mechanism for encouraging increased Alumni involvement with the
University.
PROCESS OVERVIEW
As set forth in the WAAAUB Bylaws and the Bylaws of the University (the “AUB
Bylaws”), there are three (3) seats for Alumni-elected Trustees on the
University’s Board of Trustees (the “BOT”). Elections for Alumni-elected
Trustees shall take place in any year in which an incumbent Alumni-elected
Trustee’s term expires. Vacancies arising for other reasons during an incumbent
Alumni-elected Trustee’s term shall be filled by the University’s Board of
Trustees in accordance with the AUB Bylaws.
The Nominating Committee of the WAAAUB Advisory Board (the “Nominating
Committee”) is responsible for selecting a slate of Alumni candidates to be
approved by the President and the BOT (or an authorized committee thereof), as
described herein, for election by the Alumni. The elected individual shall
serve as an Alumni-elected Trustee on the BOT following confirmation/vote of his
or her election by the BOT.
After his or her election is confirmed/ratified by the BOT, each Alumni-elected
Trustee shall have the same rights and responsibilities as the other trustees of
the University. In accordance with the AUB Bylaws, each Alumni-elected Trustee
so elected shall serve for no more than one three-year term and will not be
eligible for re-election for another three-year term without a hiatus of at
least one (1) year, except that any Alumni-elected Trustee who serves for less
than a three-year term may be eligible for reelection for a full three-year
term.
For vacancies occurring during an incumbent Alumni-elected Trustee’s term, the
BOT shall fill the vacancy, typically by selecting the runner-up in the election
for Alumni-elected Trustee that resulted in the vacating Alumni-elected
Trustee’s election, but in any event at the discretion of the BOT and in
accordance with the AUB Bylaws.
THE ELECTION
Nominations
On or around February 1 of an election year (except for the year 2019, during
which the election process may begin at a later time depending upon the date of
adoption of these Bylaws), the Nominating Committee with the assistance of the
Alumni Relations Offices shall widely broadcast a call for nominations to Alumni
by email or other means and in the appropriate issue of MainGate. Alumni may
nominate themselves or any other Alumnus/Alumnae to be considered for election
as an Alumni-elected Trustee. Alumni shall be asked to submit their candidates’
names to the Nominating Committee by a deadline determined by the Alumni
Relations Offices. Any candidate names submitted or received after such
deadline shall not be considered for that election cycle. The Nominating
Committee shall provide all of the suggested candidate names it receives to the
Alumni Relations Offices, which shall verify whether each candidate is an
eligible Alumnus/Alumna. The Nominating Committee may also nominate eligible
candidates.
Selecting the Slates
Based on submissions from Alumni and any candidates the Nominating Committee may
otherwise identify as described above, the Nominating Committee shall develop a
slate of qualified candidates. The slate should be developed to reflect the
geographic diversity of the University’s Alumni community, to attract Alumni who
have graduated within the last ten (10) years, and to acknowledge those who have
served Alumni Chapters or branches over a period of time. Specific criteria for
Alumni-elected Trustees will be determined by the BOT (or an authorized
committee thereof) and such criteria will take into account, at the discretion
of the BOT or such authorized committee, the objective of having one (1)
Alumni-elected Trustee out of the three (3) in office at a given time be a Young
Alumnus (e.g., graduated in the last ten (10) years).
The Nominating Committee shall select at least three (3) candidates for each
Alumni-elected Trustee position in accordance with criteria determined by the
BOT. The Nominating Committee shall meet as needed to ensure a thorough and
thoughtful vetting process for candidates, in order to identify those persons
who are qualified and willing and able to serve and who would best serve the
interests of the University.
Once developed, the slate will be presented to the General Secretary, who will
share the slate with the Vice President for Advancement for the approval of the
President. Upon the President’s approval of the slate, the President or his
designee shall propose the slate to the BOT (or an authorized committee thereof)
for its approval, and upon such approval, the slate will be prepared for the
election ballots.
Ballots
The General Secretary in coordination with the Alumni Relations Offices will
assist in preparation of the ballots and shall provide a template form for
candidates to use in providing information about themselves for purposes of the
ballot. The candidates shall provide statements of no more than one hundred
fifty (150) words. The candidate should have the opportunity to review a draft
of the profile but will not write his or her own profile. The Nominating
Committee shall approve the final version of all profiles. A standard
professional black and white photograph (head and shoulders) shall accompany
each candidate profile for inclusion in the balloting process.
Voting
All Alumni (except as otherwise provided herein or in the WAAAUB Bylaws) are
eligible to participate in the voting process, which shall be by secret ballot
and shall be conducted electronically. The electronic ballots should be made
available to Alumni for voting no later than March 30 of each election year, to
be completed by Alumni no later than April 15. Any ballot submitted after April
15 shall not be considered.
An outside, independent balloting service shall be retained by the Alumni
Relations Offices to conduct the election and shall count the ballots and
present the results. The service shall ensure that confidentiality is respected
and protected throughout the election process. The entire election process
should be highly visible, transparent, and well publicized. The candidate with
a plurality of votes shall be declared the winning Alumni-elected Trustee.
Following confirmation/vote of the Alumni-elected Trustee’s election by the
BOT, the new Alumni-elected Trustee shall take office.
CAMPAIGNING
Candidates are prohibited from campaigning in any way. All candidates shall be
informed in advance of this policy and required to sign an agreement not to
campaign themselves or to allow surrogates to campaign on their behalf. If a
violation occurs, the candidate’s nomination shall be withdrawn/disallowed.
Such a decision would be the prerogative of the Nominating Committee and shall
be final.
“Campaigning” is defined as any action or effort promoting a candidate or
candidates for elected office or otherwise attempting to influence the
decision-making of the electorate with regard to a candidate or candidates.
Such actions include, but are not limited to:
• All mass communications by any means with AUB Alumni “at large” to either
announce the candidacy of a particular candidate or candidates or to encourage
the election of such candidate(s). This includes communications by email,
letters, telephone, social networking sites (i.e., Facebook, LinkedIn), or other
means.
• Publicly announcing and/or advertising the candidacy of an Alumnus/Alumna or
of a group of Alumni by any means. A public announcement of candidacy promotes
candidates even in the absence of language that encourages voting. This
includes announcement at events or at formal or informal group gatherings
(events of alumni chapters, associations or businesses, social parties, etc.).
• Providing and/or promising benefits in exchange for votes.
• Confusing or misleading voters by disseminating false information regarding
the elections or the candidates.
• Any of the above, performed by a surrogate on behalf of a candidate or
candidates.
Communications with immediate family members and close friends and colleagues
will not constitute campaigning. The Nominating Committee possesses the right
in its sole discretion to determine whether an action by a candidate or her/his
associates and friends constitutes an act of campaigning and to take appropriate
action.
Appendix E
Transitional Nominating Committee
The Transitional Nominating Committee shall serve until the earlier of (i) the
completion of the first WAAAUB elections held in accordance with these Bylaws
(whether for Alumni-elected Trustees or Elected Advisors), and (ii) such time as
a Nominating Committee is constituted in accordance with Section 6.4 of these
Bylaws, or until such other time as determined by the President. (The period
that the Transitional Nominating Committee shall serve is referred to herein as
the “Transition Period”).
There shall be at least three (3) members of the Transitional Nominating
Committee, appointed by the President from among the members of the WAAAUB
Restructuring Advisory Committee.
There shall be at least three (3) Regions represented on the Transitional
Nominating Committee, where possible and reasonably practicable.
The President shall select the chair of the Transitional Nominating Committee
from among the members of the committee.
Upon the conclusion or termination of the Transition Period, the Transitional
Nominating Committee shall dissolve.
Appendix F
WAAAUB Chapter Policies and Procedures
[Currently under review]
* Worldwide Alumni Association of AUB
* WAAAUB Bylaws
* Alumni-elected trustees
* Members of the Advisory Board
* General Secretary
* Alumni Chapters
* WAAAUB 2022 Elections
American University of Beirut
The Debs Center
3 Dag Hammarskjold Plaza, 8th floor
New York, NY 10017-2303, USA
+1-212-583-7600
alumni@aub.edu.lb
American University of Beirut
P.O. Box 11-0236
Riad El-Solh / Beirut 1107 2020
Lebanon
+961 1 350 000
alumni@aub.edu.lb
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