To engage and serve Stanford GSB alumni throughout their lives and to advance Stanford GSB in its mission to develop innovative, principled, and insightful leaders who change the world.
Section 1. Principal Office. The Principal Office for the transaction of business of the corporation is hereby fixed and located at the Stanford Graduate School of Business, 655 Knight Way, Stanford University, Stanford, Santa Clara County, California 94305-7298. The Board of Directors is hereby granted the full power and authority to change the principal office from one location to another within the county.
PERMISSION TO INCORPORATE
Section 2. Permission to Incorporate. The Trustees of Leland Stanford Junior University approved, on January 9, 1973, the request of the Board of Directors of the Alumni Association for the Stanford Graduate School of Business (“the Association”) to incorporate subject to the following provisions:
Provision A. Fundraising. The Association will not engage in solicitation or acceptance of gifts except as part of fundraising efforts coordinated in accordance with procedures established by the Board of Trustees of the Leland Stanford Junior University.
Provision B. Change. The provisions contained in ARTICLE II, Section 2, shall not be deleted or changed without the approval of the Board of Trustees of the Leland Stanford Junior University.
Section 1. Regular Members. Membership in this association shall be open to any person who has been a student in good standing in a GSB degree program for at least three quarters or their equivalent, to the faculty of the GSB, to individuals completing the either the Stanford Sloan Program (also known as “MSx”) or the Stanford Executive Program, and to persons completing other GSB Management Programs as designated by the Board of Directors.
Section 2. Honorary Members. Honorary members may be elected by the Board of Directors.
Section 3. Voting Rights. Each regular and honorary member shall be entitled to one (1) vote on each matter submitted to the vote by the members.
Section 4. Transfer of Membership. No membership of any class shall be transferable or assignable.
Section 5. Dues. The dues of the Association shall be established by the Board of Directors.
Section 6. Liabilities of Members. No person who is now, or later becomes, a member of the Association shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of the Association shall look only to the assets of the Association for payment.
BOARD OF DIRECTORS
Section 1. Directors. The Board of Directors shall consist of between twelve (12) and fifteen (15) members and four (4) officers. The officer/directors are: the Executive Director of the Association, who is also the Director of Alumni Relations for the GSB; the Past President; the President; and the Vice President/Treasurer. The constitution of the Board can be changed by amendment to the bylaws.
Section 2. Quorum. A simple majority (half plus one) of the Board of Directors shall constitute a quorum for the transaction of business.
Section 3. Term of Office. Except as provided for in Section 4. Vacancies. (see below), the term of office for each elected Director shall be three (3) years (see below).
Section 4. Vacancies.; Vacancies on the Board of Directors shall be filled by a simple majority vote of the remaining Directors then in office. A successor Director, so elected, shall serve for the unexpired term of his/her predecessor.
Section 5. Meetings. Meetings of the Board of Directors shall be held at any time and place that has been designated by resolution of the board, or by written consent of all members of the Board, or by written notice from the Executive Director and mailed at least six (6) weeks in advance of the meeting. Generally, the Board will meet three (3) times per each calendar year.
Section 6. Powers of the Board of Directors.
Provision A. Role of the Board.
The Board functions in an advisory (not policy-making) capacity:
- To link alumni with administration, faculty, and students by sponsoring various events, programs, and services.
- To initiate and terminate alumni events, programs, and services.
- To serve as a sounding board for Alumni Relations staff.
- To assist in policy issues of the Association by providing alumni recommendations.
Provision B. Specific Powers of the Board.
- Establish committees
- Approve budget for Alumni Association
- Change annual and life membership dues
- Approve alumni award recipients
- Approve the formation and, if necessary, termination of chapters
Provision C. Termination of Board Members.
Any director, including an officer-director, who misses two (2) regular meetings of the Board of Directors during the twelve (12) month period, beginning January 1 and ending December 31, shall automatically be removed from the Board; provided, however, that such a person may be reinstated upon approval by the Board of Directors and upon a written request from that person to the President of the Association. The Executive Director of the Board shall be obliged to notify any director who fails to attend one (1) regular meeting of this amendment.
Section 1. Executive Committee. The Executive Committee shall consist of the four (4) officer/directors of the Association, including the Past President, the President, the Vice President/Treasurer, and the Executive Director. The Executive Director shall be appointed by the Dean of the GSB. On January 1 of each year, the officer terms shift so that the Past President’s board term concludes; the President becomes the Past President; the Vice President/Treasurer becomes the President; and a member designated by the Nominations Committee becomes the Vice President/Treasurer.
Section 2. Duties of the Executive Director. The Executive Director shall be responsible for the day-to-day activities and the operations of the Association, shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the Association and affix it to such articles and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Association, and shall discharge such other duties of the office as prescribed by the Association Board of Directors.
The Executive Director shall have the general supervision over the care and custody of the operating funds of the Association and shall deposit the same or cause the same to be deposited in the name of the Association in such bank or banks or trust company or trust companies as may be designated by the Board of Directors, shall have supervision over the accounts of all receipts and disbursements of the association, and shall cause to be prepared financial statements of the Association.
Section 3. Duties of the President. The President shall have general supervision, direction and control of the business and affairs of the Board of Directors of the Association, shall preside at all meetings of the Board of Directors, and shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 4. Duties of the Vice President/Treasurer. In the absence or disability of the President, the Vice President/Treasurer shall perform all the duties of the President and, in so acting, shall have all the powers of the President. The Vice President/Treasurer shall have general supervision over the care and custody of the life membership fund of the Association. The duties may also include overseeing professional independent money manger(s) of the fund including monitoring, evaluation, and reporting performance to the Board, recommending asset allocation changes, and recommending manager changes and new managers. The Vice President/Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 1. Nominations Committee for Officers and New Director. The Nominations Committee shall consist of four (4) people: the Executive Committee, as designated in ARTICLE V, Section 1. (see above): the Past President, the President, the Vice President/Treasurer, and the Executive Director.
Section 2. Nominations. The Executive Director shall submit to the Nominations Committee, no later than July 15, a list of candidates for their review and input. Any changes are subject to the discretion of the Nominations Committee. Members wishing to be nominated for the Board may contact the Executive Director to be considered by the Nominations Committee.
The nominations shall include one candidate for each of the following positions: (A) Vice President/Treasurer and any other vacant officer positions [to serve for a one (1) year term]; (B) five (5) members of the Board of Directors [to serve for a three (3) year term]; (C) and Board of Directors vacancies to serve any unexpired terms. The Nominations Committee should seek to constitute a Board that is broadly representative of the current and future GSB alumni body in all respects.
Section 3. Orientation and Installation. The newly elected Directors shall attend a Board Orientation Meeting prior to the first meeting (January) of the new year.
Section 1. Business Year. The business year of the Association shall be from January 1 through December 31.
Section 1. Committees. There shall be an Executive Committee, Nominations Committee, and other such committees as the Board of Directors shall approve.
Section 2. Members. The President shall appoint chairpersons for all committees and with the assistance of the committee chairperson shall also appoint committee members. The President and the Executive Director shall be ex-officio members of all committees. While each chairperson has full authority to act, so far as feasible, he or she shall maintain contact with members of his or her committee for the purpose of receiving their advice and keeping them informed.
Section 1. Amendments. These bylaws may be amended: (A) by vote of a quorum of the Board of Directors; or (B) upon request of any 100 members of the Association. In the latter case, a referendum vote of the members of the Association shall be conducted. Sixty (60) days from the date of mailing or emailing shall be allowed for voting, and the majority of all votes registered shall be decisive.
Section 1. Chapters. Chapters of the Association shall be approved by the Board of Directors. The Board may empower the Executive Director to charter and dissolve chapter organizations as best serves the goals of the Association.
Section 2. Duties. Chapters shall not assess or collect dues. Upon request by a chapter president and upon approval of the Board of Directors, a treasury may be maintained. An annual statement covering these funds shall be filed with the Executive Director of the Association by April 15 of each year.
These Bylaws were updated and adopted on December 18, 2014.