DRAFT DRAFT 1-3-12

2012 BOILERmaker NETwork Constitution Revision

ARTICLE I. – IDENTIFICATION

The name of the organization shall be the BOILERmaker NETwork.

ARTICLE II. – PURPOSE

The BOILERmaker NETwork is organized to support the Purdue University Women’s Basketball Program and shall have as its purposes

A. To promote fan interest, participation, and enthusiasm for the program.

B. To provide support for events and activities of the program.

C. To provide opportunities for socialization among members, team personnel, and the coaching staff.

ARTICLE III. – MEMBERSHIP

Section 1. Membership shall be open to anyone eighteen (18) years of age or older.

Section 2. There shall be two (2) three (3) categories of membership

A. Individual – one adult.

B. Family – all adults living in the same household/street address.

C. Honorary- person or persons selected and approved by the Board of Directors.

RATIONALE: The Committee thinks we need a way to honor those who are not active members, but do things to support our goals. We added "street address" for clarification.

Section 3. Active Member: those who have paid current dues and have no outstanding financial obligation to the organization.

RATIONALE: The Committee has used the term active member in many places in this revision, thus this new section of describing Active membership.

Section 4. Suspension or termination of active status: An active member may be suspended or terminated for conduct detrimental to the goals of the organization or neglect of organizational financial responsibilities; or conduct deemed inappropriate by the Board, Purdue University, the Big Ten Conference, or the National Collegiate Athletic Association

(NCAA). The Board shall have the duty of determining the suspension or termination of a member.

RATIONALE: The Committee wrote this new section to cover member status in case of wrongdoing.

IV. – BOARD OF DIRECTORS

Section 1. The Board of Directors [hereinafter referred to as “Board”] shall exercise leadership of the organization. Board responsibilities include establishment of policy and the implementation and supervision of activities consistent with the purposes of the organization.

Section 2. The Board shall consist of twelve (12) Directors.

Section 3. Directors shall be elected for a term of three (3) years with four (4) Directors elected each year. A Director may serve two (2) consecutive 3-year terms if re-elected. Only ~~current~~ active members in good standing may be elected to and serve on the Board.

Section 4. A Director may be removed from the Board for various reasons such as ~~numerous~~ missing two consecutive meetings without sufficient cause or notification to the President, neglect of organizational financial responsibilities; inability to perform assigned duties; or conduct deemed inappropriate by the Board, Purdue University, the Big Ten Conference, or the National Collegiate Athletic Association (NCAA). Removal requires a two-thirds vote of the Directors present. Advance written notification must be given to the Director being considered for removal. That Director shall have the opportunity to resign, or in the absence of resignation, to be present and allowed to speak at the meeting to consider removal.

RATIONALE: The Committee feels we need to clarify the reasons a Director should be dismissed.

Section 5. A Director vacancy on the Board by resignation or removal shall be filled by a

majority vote of the remaining Directors. The newly-elected Director shall serve out the remaining portion of the term of the vacancy. If the remaining portion of the vacancy is less than a half-term, then this Director will still be eligible for election to the Board as specified in Section 3. If the remaining portion of the vacancy is more than a half-term, then this Director will still be eligible for election to the Board for one (1) additional consecutive 3-year term.

Section 6. The Board President shall appoint an a Nominating/Election Committee for new Board members by January 10 each year. This committee shall consist of at least three(3) members, including one (1) Director who will serve as committee chair. This committee shall prepare and distribute a written call for Director nominations from all members (in good standing) via the newsletter or a special mailing. The ~~Board~~ Committee shall set the date when nominations are due.

RATIONALE: This was changed for clarification, to improve timeliness, and to give the Committee control over the process.

Section 7. The nomination period for new Directors may be extended by the ~~Board~~ Committee until a minimum of four (4) qualified nominations are received. (for members who are willing to serve.) The election committee shall receive the nominations, evaluate the qualifications of the nominees, and submit a report to the Board. The ~~Board~~ Committee shall develop and the Board shall approve, by majority vote, a slate of qualified nominees. If there are only four (4) such nominees, all shall be elected by acclamation at the next Board meeting. Otherwise, the Nominating/Election committee shall prepare an election ballot for distribution to the membership. The ~~Board~~ Committee shall set the date when election ballots are due.

RATIONALE: The Committee felt the section needed clarification and realignment of duty.

Section 8. If needed, election ballots for new Directors will be distributed to all active members

~~(in good standing)~~ via the newsletter or a special mailing. A family membership shall have two (2) (eligible voters and) votes, and an individual membership shall have one (1)vote. Honorary status carries no voting privilege. The Nominating/Election Committee shall collect the marked ballots returned, tally the results at the end of the election period, and report the results to the President. In the event of a tie vote, ~~for two (2) or more Director nominees,~~ current Directors will break the tie by a majority vote prior to the next Board meeting. The election results will be announced to all members via the newsletter or a special mailing.

RATIONALE: The Committee believes the changes clarify the ballot-vote process.

Section 9. Newly-elected Directors will be invited to attend the next Board meeting and shall then assume their ~~duties~~ voting rights at the following Board meeting.

RATIONALE: This change clarifies the process we have been implementing.

ARTICLE V. – OFFICERS

Section 1. Following the election of new Directors the President shall appoint an Officer Nominating Committee of three (3) Directors to develop a slate of one (1) or more potential nominees for each Board office for presentation at the next Board meeting. This Officer Nominating Committee shall elect a chair.

Section 2. Officers include President, Vice President, Secretary, and Treasurer. These four officers shall comprise the Executive Committee of the Board.

Section 3. Only current Directors ~~may serve as officers~~. are eligible to fill officer positions. Each term of office shall be one (1) year.

RATIONALE: This change is for clarification.

Section 4. The Board shall elect the officers with a majority vote at the first Board meeting at which the new Directors assume their duties. The President shall conduct the election for a new President. The newly-elected President will assume duties upon election and preside over the election of the other officers.

Section 5. The Board shall fill all Board vacancies with a majority vote at the next Board meeting or as soon as possible after such vacancies occur. For a vacancy within the four offices which comprise the Executive Committee, the office shall be filled from the remaining Directors. For a non-officer vacancy the vacancy shall be filled from the ~~general~~ active membership.

RATIONALE: This change was for consistency in terminology

Section 6. Officers and Their Duties

A. President. The President shall be the chief elected officer and shall preside at all Board and General Meetings. The President shall be an ex-officio member on all committees established by the Board.

B. Vice President. The Vice President shall undertake any duties assigned by the President or the Board and in the absence of the President shall preside at Board or General Meetings and assume any other duties or responsibilities of the President as may be needed. ~~The Vice President shall be an ex-officio member on all committees established by the Board.~~

RATIONALE: The Committee felt this last sentence should be deleted, as it is duplication of the President's duty.

C. Secretary. The Secretary shall be responsible for the performance of all duties normally performed by the secretary of an organization including distribution of Board meeting minutes to the Directors and ex-officio members of the Board (see Article IX, Sec. 3). Any member of the organization may request and receive minutes of Board meetings from the Secretary. The secretary shall be the archivist for the organization.

RATIONALE: The Committee added this duty, which emphasizes maintaining the records and/or history of the organization.

D. Treasurer. The Treasurer shall be responsible for the performance of all duties normally performed by the treasurer of an organization. The Treasurer shall give an accurate accounting of the financial standing of the organization at the annual meeting and present a report at each regular Board meeting. The Treasurer shall act as liaison with the financial institution as designated by Purdue University.

RATIONALE: The Committee added this sentence to emphasize the Treasurer's role with the University financial office.

Section 7. The outgoing President and Vice President shall serve as advisors to the President and Vice President for a period of one (1) year. If the outgoing President and/or Vice President are scheduled to go off the Board, he/she shall become an ex-officio member of the Board for this one (1) year advisory period.

Section 8. A Director shall chair all standing committees established by the Board with a non-Director member serving as a vice chair. The Vice Chair has proxy privileges in the absence of the Director Chair. Such committees may include but are not limited to

A. Promotion

B. Team Spirit

C. Newsletter

D. Website

E. Membership

F. Fall Membership Picnic

G. Bus Trips (to away games)

H. Hospitality (receptions, social events)

I. Nominating/Election (of Board members)

J. Officer Nominating (for Board)

K. Women’s Basketball Alumnae Celebrations

RATIONALE: The Committee feels this allows the Committees voice to be heard and we changed labels for consistency.

Section 9. A Director must serve on all special committees but not necessarily as the committee chair. ~~Special committees established by the Board might involve apparel sales, constitution revisions, etc.~~

RATIONALE: The Committee believes the last line is inappropriate for this document.

Section 10. Under some circumstances Board decisions involving the organization can be made by the Executive Committee. If an emergency or time-critical decision must be made between Board meetings, then the President shall attempt to communicate with and seek judgment from all the other Directors. If unsuccessful or time-limited in this attempt, only then shall the Executive Committee be empowered to make the needed decision. A minimum of three (3) officers shall be necessary to make decisions. Such decisions, the circumstances, and the decision process shall then be made known to the entire Board at the next Board meeting so as to be made a permanent part of the Board minutes.

ARTICLE VI. – MEETINGS

Section 1. Annual Meeting. For the transaction of any such business as may properly come before the total membership, an annual meeting of all active members ~~in good standing~~ shall be held at a Board meeting after the last regularly-scheduled home game of the season or when determined by the Board. The membership shall be notified in advance of the annual meeting via the newsletter or a special ~~mailing~~ communication.

RATIONALE: The Committee made these changes for consistency and to allow for different kinds of communication.

Section 2. Board Meetings. The Board shall determine the frequency of Board meetings. The membership shall be informed of scheduled Board meetings via the newsletter or a special ~~mailing~~ communication. Extra Board meetings may also be called at the request of the President or one-third of the Directors with notice given to all Directors at least five (5) days in advance.

RATIONALE: The Committee made this change to allow for different kinds of communication.

Section 3. Director Absences. If a Director is unable to attend a Board meeting, the President should be informed in advance. If a committee report was to be given by the Director at this meeting, the committee’s non-voting vice chair may present the report at the Board meeting and exercise use of proxy vote for the Director. If the committee’s vice chair is unable to attend, the President should receive the report prior to the meeting.

RATIONALE: The Committee feels proxy voting gives the Committee a voice and may then in turn establish a quorum.

Section 4. Call for Special Meetings of the Membership. Special meetings of the membership may be called by a majority vote of the Board or by a group of members constituting not less than twenty-five percent (25%) of the membership.

Section 5. Notice of Special Meetings of the Membership. At least ten (10) days before such a meeting a written or printed notice stating the place, time, date, and purpose of the meeting shall be communicated by the Secretary to all active members. ~~in good standing~~.

RATIONALE: These changes allow for all kinds of communication and consistency in terminology.

ARTICLE VII. – FINANCIAL MATTERS

Section 1. The fiscal year of the organization shall be the Purdue University fiscal year: July1 to June 30.

Section 2. In the event that Purdue University does not provide the audit, the accounts and records of the Treasurer shall be ~~audited~~ reviewed annually by a committee or a qualified accountant appointed by the President. The Treasurer shall present a written report of this ~~audit~~ review to the Board.

RATIONALE: The university will not allow a full audit, therefore our books are reviewed.

Section 3. The Board shall establish the amount of annual dues for each membership category

by May 1. Membership enrollment shall begin on ~~August 1~~ July 1 each year and shall be delinquent if not paid by ~~December 1~~September1.

RATIONALE: The Committee, in these changes, addressed the issue of extending dues paying deadlines well after the season has started. This change in timeline will help the budget making process and is more in line with our fiscal year.

Article VIII. Dissolution

Section. 1 Dissolving. This organization may be dissolved by the University for failure to comply with NCAA and/or University policies. It may be dissolved by the Board, upon a majority vote of responding active membership, should it be deemed by the Board to be fiscally or administratively unsustainable.

RATIONALE: The Committee noted that we had a system for disposing of our assets in Section 2, thus we created new language for dissolving our organization. This has been checked by compliance.

Section 2. Disposal of Organization Assets. After paying or making provision for the payment of all of the liabilities of the organization, the Board will dispose of the organization’s remaining assets to another organization(s) organized and operated exclusively for like purposes subject to the approval of said organization(s) by Purdue University or to the Purdue University Women’s Basketball Program.

RATIONALE: Clarification.

ARTICLE IX. – Admenment Revision

This constitution may be altered, amended, or rescinded at any regular or special meeting of the Board by a vote of two-thirds of the Directors, provided that notice of aIf the Board rejects or amends any change that was proposed following the established amendment procedure, then the amendment procedure requiring consideration at two (2) separate meetings shall not applyny proposed revisions shall be given in the notice of such meeting to all members in good standing. Those members present may voice their opinion. Revisions to the constitution must be considered at two (2) separate meetings before making any amendments and then voting. If the Board rejects or amends any change that was proposed following the established amendment procedure, then the amendment procedure requiring consideration at two (2) separate meetings shall not apply. A final version of the Constitution as approved by the Board shall be distributed to all members in good standing.

Section 1. Notification. Proposed revisions of this constitution shall be made known to the active membership at least ten (10) days before the special meeting to consider the changes. Members are invited to the meeting and may voice their opinions on the revision. A final version of the Constitution as approved by the Board shall be distributed to all active members.

Section 2. Revisions. Revisions to the constitution must be considered at two (2) separate meetings before making any amendments and then voting. If the Board rejects or amends any change that was proposed following the established amendment procedure, then the amendment procedure requiring consideration at two (2) separate meetings shall not apply.

Section 3. Ratification. This constitution may be altered, or amended at any special or regular meeting of the Board, by a vote of two-thirds of Directors present.

RATIONALE: The Committee struck "Amendment" article and wrote a new "Revision" article. We wrote it in Sections for clarification and ease of reading.

ARTICLE X. – GOVERNANCE

Section 1. Quorum. A simple majority of seven (7) Directors constitutes a quorum for Board meetings.

Section 2. Rules of Order. Robert’s Rules of Order shall be used for the conduct of all Board meetings.

Section 3. Ex-officio Members of the Board. These following Purdue University staff shall be invited to serve as ex-officio members of the Board and shall at all times be apprised of the activities and programs of this organization: The Athletic Department Administrator overseeing Women’s Basketball, Women’s Basketball designated staff member, and Athletic Department Compliance Officer.

RATIONALE: The Committee changed wording for clarification

Section 4. ~~Accountability Pledge.~~ Compliance. This organization shall conduct all activities in strict compliance with and adherence to all rules and regulations of the National Collegiate Athletic Association (NCAA), the Big Ten Conference, and Purdue University

RATIONALE: The Committee changed wording for clarification

APPROVED at the Board of Directors meeting March 13, 2012.

ADDENDUM: This BOILERmaker NETwork Constitution was initially created circa 1989, and then revised in January, 1993, and March, 2003.

Revised 2012. Committee: Sharon White, Chair, Brenda Hofmann, Vice Chair, Members: Jill Unger-Moder, Camilla Lawson, Donna Tiger, Mary Hood, Marge Peck, Ex-Officio

Markings:

Deleted language ~~Double strikeout~~

New language is bold and italicized

Rationale is bold, italicized, in boxes and purple.

Supporting Purdue Women's Basketball