ARTICLES OF ORGANIZATION

ARTICLE I - NAME AND DURATION

The name of this Association is the “Berea College Alumni Association” and its duration shall be perpetual. The Association is an unincorporated association of the alumni of Berea College and shall not constitute a department of the College.

ARTICLE II - PURPOSE

The purposes of this Association shall be to support the development and growth of Berea College, to promote fellowship and social activity among the alumni of the College, to promote communication and provide information among alumni and develop opportunities for dialogue between alumni and other segments of the College community, to assist the College’s development efforts with the alumni and to promote fund raising within the Association, and to support the College’s work to relieve human and economic problems consistent with the Great Commitments of Berea College and the other governing documents of the institution.

ARTICLE III - MEMBERSHIP

Section 3.01 General Membership

Membership in the Association includes any person who has received academic credit from any of the schools of Berea College.

Section 3.02 Honorary Membership

The Executive Council, as defined in Article IV, may establish policies for issuing special or honorary membership in the Association.

ARTICLE IV - EXECUTIVE COUNCIL

Section 4.01 Composition

The Association shall be governed by an Executive Council composed of the following members: a President, President-Elect, Past President, the Director of Alumni Relations, four (4) Alumni Trustees, the Vice President for Alumni and College Relations, the President of Berea College, and sixteen (16) Executive Council Members-at-Large. All members of the Executive Council shall have vote and voice at meetings.

Section 4.02 Student Representation

There shall be one (1) Berea College student representative on the Executive Council in a non-voting capacity. This representative shall be the President of the Student Government Association or the designee of such president. Other student representatives may be invited at the discretion of the Executive Council.

Section 4.03 Absences

Absences from three (3) consecutive, regular Executive Council meetings shall terminate membership on the Executive Council upon ratification by majority vote of the Executive Council members present at a regularly scheduled meeting. Notification of termination shall be from the Executive Committee.

Section 4.04 Powers

The Executive Council shall have general charge of the affairs of the Association consistent these Articles of Organization and the governing documents of Berea College. The Executive Council shall have power to appoint committees to carry out its purposes, and to fill unexpired terms on the Executive Council and on other committees of the Association.

Section 4.05 Executive Committee

The Executive Committee shall be composed of the President, President-Elect, Past President, one member appointed by the President, and the Director of Alumni Relations. When the Council is not in session, the Executive Committee shall be empowered to act in the place and stead of the Council.

ARTICLE V - OFFICERS

Section 5.01 Officers

The officers of the Association shall be a President, President-Elect, Past President and Director of Alumni Relations.

Section 5.02 Elected by the Executive Council: Term of Office

The President-Elect is elected by the membership of the Executive Council and shall serve a one-year term as President-Elect, a one-year term as President, and a one-year term as Past President.

Section 5.03 Vacancies in the Offices of President or President-Elect

In case of vacancy in the office of the President, the President-Elect shall succeed to the office, serving the unexpired term as well as the next term. In case of a vacancy in the office of President-Elect, a successor may be chosen by special election or during the next regular election at the discretion of the Executive Council.

Section 5.04 Duties

The President shall: (i) preside at all meetings of the members of the Association and of the Executive Council, and (ii) delegate specific responsibilities to the President-Elect and perform other duties consistent with these Articles of Organization.

ARTICLE VI - ALUMNI TRUSTEES

Section 6.01 Nomination by the Executive Council; Election by the Board of Trustees; Terms of Office

The Association shall be represented on the Berea College Board of Trustees by four (4) alumni trustees or such other number as may be provided from time to time by the College’s Articles of Incorporation or By Laws.

Any member of the Association who has demonstrated his or her support of the Association and Berea College consistent with Article II of these Articles of Organization is eligible for nomination by the Executive Council to fill each vacancy in the office of Alumni Trustee. Such nomination shall be presented to the Board of Trustees by and through its Committee on Trustees. Each nominee for the office of Alumni Trustee shall stand for election by the Board of Trustees pursuant to the College’s By Laws. In the event a nominee for the office of Alumni Trustee is not elected by the Board of Trustees, then the Executive Council shall, at its next regular meeting, nominate another member of the Association to stand for election as Alumni Trustee.

Upon election, each Alumni Trustee shall serve a term of six (6) years or such shorter term (in the event an unexpired term is being filled) as shall be determined by the Board of Trustees pursuant to the By Laws of the College.

An Alumni Trustee shall not be eligible to serve successive terms as an Alumni Trustee but may otherwise be eligible for election as a Trustee in the manner provided by the College’s By Laws.

Section 6.02 Eligibility

Any member of the Association may be nominated for the office of Alumni Trustee, subject to the qualifications for all Trustees as provided in the College’s By Laws and such other criteria as may be established from time to time by the Board of Trustees.

Section 6.03 Nominations

Any member of the Association may present the name of a potential nominee for the office of Alumni Trustee to the Nominating Committee of the Executive Council.

ARTICLE VII – PRESIDENT-ELECT

Section 7.01 Eligibility

Any member of the Association who has demonstrated his or her support of the Association and Berea College consistent with Article II of these Articles of Organization is eligible for nomination to the office of President-Elect.

Section 7.02 Nominations

Any member of the Association may present the name of a potential nominee for the office of President-Elect to the Nominating Committee of the Association. The Nominating Committee shall present one or more nominees to stand for election by the Executive Council to the office of President-Elect.

Section 7.03 Election

The President-Elect shall be elected by a majority vote of the Executive Council at a regular or special meeting noticed for this purpose.

Section 7.04 Term

The President-Elect shall hold office for a term of one (1) year, measured from the end of the meeting at which he or she is elected.

Section 7.05 Duties

The President-Elect shall have such duties as are assigned by these Articles of Organization and such additional duties as may be assigned by the President with the consent of the Director of Alumni Relations.

Section 7.06 Succession to the Office of President

Upon the expiration of his or her term as President-Elect or upon a vacancy in the office of the President, the President-Elect shall automatically succeed to the office of the President.

ARTICLE VIII - EXECUTIVE COUNCIL MEMBERS -AT- LARGE

Section 8.01 Eligibility

Any member of the Association who has demonstrated his or her support of the Association and Berea College consistent with Article II of these Articles of Organization is eligible for nomination as a candidate for Executive Council Member-at-Large.

Section 8.02 Nominations

Any member of the Association may present the name of a potential nominee for the office of Executive Council Member-at-Large to the Nominating Committee of Executive Council. A slate of one (1) or more nominee(s) for each expiring term or vacancy occurring among the Executive Council Members-at-Large will be chosen each year by the Nominating Committee and stand for election by the Executive Council.

Section 8.03 Election

Members-at-Large shall be elected by a majority vote of the Executive Council at a regular or special meeting noticed for this purpose.

Section 8.04 Term of Office; Staggered Terms

The term of office for each of the sixteen (16) Members-at-Large shall be four (4) years, measured from the end of the meeting at which he or she is elected. The terms of the Members-at-Large shall be staggered so that four (4) Members-at-Large are elected annually by the Executive Council.

Section 8.05 Duties

Members-at-Large shall have such duties within the Executive Council as are assigned by these Articles of Organization.

ARTICLE IX - STANDING COMMITTEES

Section 9.01 Standing Committees of the Executive Council

The standing committees of the Executive Council shall be the Nominating Committee, the Awards Committee, and the Development Committee. Other standing committees may be established from time to time by a majority vote of the Executive Council consistent with these Articles of Organization.

Section 9.02 Nominating Committee

The Nominating Committee shall be responsible for securing and reviewing names of potential nominees for the offices of Alumni Trustee, President-Elect, and Executive Council Member-at-Large. It shall be the policy of the Nominating Committee to reflect the alumni constituency of the College alumni in its selection of nominees. The committee shall be chaired by the President-Elect of the Association and composed of not less than five (5) members of the Executive Council, including one (1) Alumni Trustee and the Director of Alumni Relations. Members of the committee shall be appointed by the President of the Association, with the advice and consent of the Director of Alumni Relations, and shall serve for a one (1) year term, measured from the date of their appointment. Members may be reappointed. The Nominating Committee shall recommend to the Executive Council one (1) person for each vacancy in the office of Alumni Trustee and one (1) person for the office of President-Elect and three (3) persons each year for the office of Executive Council Member-at-Large. The committee shall consider said persons recommended as potential candidates but may, at its discretion, accept or reject said names in determining the nominees for any office. The committee may also receive names of potential nominees from other sources, including, but not limited to, names suggested by Executive Council members. Members of the committee shall not be eligible for nomination to any office during their term of service on the committee.

Section 9.03 Awards Committee

The Awards Committee shall be responsible for securing and reviewing names of potential recipients of the various awards and honors to be conferred by the Association acting by and through the Executive Council. The committee shall be chaired by the Past-President of the Association and composed of not less than five (5) members of the Executive Council, including one (1) Alumni Trustee and the Director of Alumni Relations. Members of the committee shall be appointed by the President of the Association, with the advice and consent of the Director of Alumni Relations, and shall serve for a one (1) year term, measured from the date of their appointment. Members may be reappointed. The Awards Committee shall make recommendations to the Executive Council concerning all awards and honors to be conferred by action of the Executive Council. Members of the Awards Committee shall not be eligible for awards or honors conferred by the Association during their term of service on the committee.

Section 9.04 Development Committee

The Development Committee shall assist with the various development programs of the College (including but not limited to alumni giving clubs, the Berea Fund, etc.) as they relate to the members of the Association in such manner as may be requested from time to time by the Director of Alumni Relations. The committee shall be chaired by President of the Association or his/her designee and composed of not less than five (5) members of the Executive Council, including one (1) Alumni Trustee and the Director of Alumni Relations. Members of the committee shall be appointed by the President of the Association, with the advice and consent of the Director of Alumni Relations, and shall serve for a one (1) year term, measured from the date of their appointment. Members may be reappointed.

ARTICLE X - OFFICE OF ALUMNI RELATIONS

Section 10.01 Office of Alumni Relations

Berea College shall establish and maintain an Office of Alumni Relations, located in Berea, Kentucky, that shall be responsible to the President of Berea College, by and through the Vice President of Alumni and College Relations.

Section 10.02 Function and Responsibility

The Office of Alumni Relations shall be a department of Berea College and serve to maintain cooperative working arrangements between and among the Association, officials of Berea College and the Berea College Student Government Association. This office shall serve as a general bureau of information for alumni concerning matters pertaining to Berea College, and shall operate for the benefit and service of the Association and Berea College. This office shall also cooperate with the other departments of Berea College responsible for the publication of the Berea College Magazine, other periodicals and other means of communicating matters of interest to members of the Association and for the support of Berea College. This office shall be staffed by the Director of Alumni Relations and such other employees as the College may provide from time to time.

Section 10.03 Director of Alumni Relations

The Director of Alumni Relations shall be an employee of Berea College, appointed by the President of the College after consultation with the Vice President for Alumni and College Relations and the officers of the Association. The salary and other terms of employment of the Director of Alumni Relations shall be determined by the College in accord with its personnel policies and practices.

Section 10.04 Duties of Director of Alumni Relations

The Director of Alumni Relations shall have those duties prescribed by the President of the College and Vice President for Alumni and College Relations, which shall principally consist of maintaining the Office of Alumni Relations and fulfilling its purposes as stated in Article II.

ARTICLE XI - MEETINGS

Section 11.01 Regular Meetings

The Executive Council shall hold regular meetings at least twice a year on dates and times scheduled in advance by the Executive Council. All regular meetings shall be held in Berea, Kentucky.

Section 11.02 Special Meetings

Special meetings of the Executive Council may be called by the President or the Executive Committee. Upon petition of two-thirds of the Council members, the President shall call a special meeting. Members shall be given at least 10 days notice of the date and time of a special meeting. All special meetings shall be held in Berea, Kentucky.

Section 11.03 Conduct of Meetings

A majority of the members of the Executive Council present in person shall constitute a quorum. In the absence of a quorum at the time and place set for a meeting, the Council member(s) present shall adjourn the meeting from time to time until a quorum is present. The Director of Alumni Relations shall send each Executive Council member, by regular or express mail, fax, email or other generally accepted means of electronic communication, notice of the time and place of the adjourned meeting, said notice to be transmitted at least 10 days in advance of the reconvening of the adjourned meeting. Any Council member may waive notice of the adjourned meeting in writing. There shall be no voting by proxy.

Upon a determination that a quorum exists, a majority of those present and voting may pass any measure. As presiding officer, the President of the Association shall rule on all questions of parliamentary procedure and order. Such rulings may be overruled by majority vote of the voting members of the Executive Council.

Section 11.04 Rights of Membership at Executive Council Meetings

During official meetings of the Executive Council appearances may be made by members of the Association by prior arrangement with the President or the Director of Alumni Relations or by majority vote of the voting members of the Council.

ARTICLE XII - CONSTRUCTION

These Articles of Organization shall be construed in a manner consistent with the Articles of Incorporation and By Laws of Berea College. In the event of any conflict, the College’s Articles of Incorporation and By Laws, in that order, shall control over these Articles.

ARTICLE XIII - AUTONOMY OF THE ASSOCIATION AND THE COLLEGE

The Association, as an unincorporated organization, shall be autonomous from Berea College and the actions, view and opinions of the Association, as expressed by its volunteer officers, the Executive Council, its committees and the members of the Association shall not constitute the actions, view or opinions of Berea College. The College shall, at all times, be in charge of and responsible for the Office of Alumni Relations, the Director of Alumni Relations, the staff of said office, and all property and funds of said office. The Association shall not own property or hold funds in its own name; rather all property and funds contributed by the Association and its members for the benefit of Berea College shall be the property of Berea College.

ARTICLE XIV - AMENDMENTS

These Articles of Organization may be amended by an affirmative vote of a majority of the voting members of the Executive Council thirty (30) days after notice of the proposed changes.

ARTICLE XV – EFFECTIVE DATE AND TRANSITION

Section 15.01 Effective Date

These Articles of Organization shall be effective immediately upon passage by the Executive Council.

Section 15.02 Transition Provisions

The adoption of these Articles shall not affect the term of any incumbent Member-at-Large, Alumni Trustee or officer of the Association. The transition from fifteen (15) Members-at-Large with terms of five (5) years to sixteen (16) Members-at-Large with terms of four (4) years, shall be accomplished as follows:

(a) Year One (Election of June, 2006) – (Step 1) Begin with 15 Members-at-Large; (Step 2) the terms of 3 incumbents expire; (Step 3) election of 4 new members for 4-year terms; and (Step 4) end with 16 Members-at-Large [4 members on 4-year terms; 12 members on 5-year terms] .

(b) Year Two (Election of June, 2007) – (Step 1) Begin with 16 Members-at-Large; (Step 2) the terms of 3 incumbents expire; (Step 3) election of 4 new members for 4-year terms; and (Step 4) end with 17 Members-at-Large [8 members on 4-year terms; 9 members on 5-year terms].

(c) Year Three (Election of June, 2008) – (Step 1) Begin with 17 Members-at-Large; (Step 2) the terms of 3 incumbents expire; (Step 3) election of 4 new members for 4-year terms; and (Step 4) end with 18 Members-at-Large [12 members on 4-year terms; 6 members on 5- year terms].

(d) Year Four (Election of June, 2009) – (Step 1) Begin with 18 Members-at-large; (Step 2) the terms of 3 incumbents expire; (Step 3) election of 4 new members for 4-year terms; and (Step 4) end with 19 Members-at-Large [16 members on 4-year terms; 3 members on 5-year terms].

(e) Year Five (Election of June, 2010) – (Step 1) Begin with 19 Members-at-Large; (Step 2) the terms of 7 incumbents expire [4 members on 4-year terms, plus the last 3 members on 5-year terms]; (Step 3) election of 4 new members for 4-year terms; and (Step 4) end with 16 Members-at-Large [all on staggered, 4-year terms]. Transition completed .

Section 15.03 Vacancies During Transition

During the transition period outlined in Section 15.02, any vacancies among the Executive Council Members-at-Large having original terms of 5-years shall not be filled and the transition schedule appearing in Section 15.02 shall be adjusted accordingly.

Section 15.04 Expiration of Transition Provisions

Upon the completion of the transition period outlined in Section 15.03, these temporary transition provisions shall expire.

The foregoing Articles of Organization of the Berea College Alumni Association were adopted pursuant to a unanimous resolution of the Executive Council at its Regular Meeting on June 10, 2005, and supercede the Constitution of the Berea College Alumni Association.