Bylaws

Article I. Name

The official name of this Association is "Pune Institute of Computer Technology Alumni Association of America" (the “Association”). The Association may also be referred to as “PICTAAA.” Pune Institute of Computer Technology shall be referred to herein as the “Institute”.

Article II. Members

The Association shall have such Alumni/ae Members, Associate Members, and Honorary Members with such privileges as are specified in the Association’s Constitution (the “Constitution”). Alumni/ae Members, Associate Members, and Honorary Members shall collectively be referred to as “Members”.

Article III. Board of Directors

Section 1. General Authority

The Board of Directors (the “Board”) shall guide the business and affairs of the Association.

Section 2. Number; Election; Chairperson

The Board shall consist of minimum of ten (10) to a maximum of twenty (20) directors, and shall be comprised of:

Term directors (“Term Directors”) appointed by the Association Selection Committee in accordance with Article V, Section 2(e)(i)(2) below;
The President of the Association, the President-Select of the Association, the two immediate past presidents of the Association, the chairperson of the PICT Trust, and the Chief Executive Officer (CEO) of the Association, each of whom shall serve ex officio (“Ex Officio Directors”)
If the President chooses, one or two directors appointed by the President with the concurrence of the Board (“At-large Directors”).
Term Directors will be appointed in accordance with the provisions of Article V below.
The President shall serve as the chairperson of the Board.

Section 3. Term; Vacancies; Removal

Term Directors shall each serve for a two-year term, provided that the terms immediately following the adoption of these bylaws shall be altered and staggered so that approximately one-third of the directors’ terms conclude each year.
At-large Directors shall each serve for a one-year term.
No individual may serve as a Term Director for sequential terms. After one term of service, and then a break of at least one year, an individual may serve as a Term Director for a second term. This process of service and break from service may be repeated indefinitely.
All terms shall commence on June 1 and end on May 31. The Board shall have the power to fill (for the then remaining term) all vacancies arising among the Term Directors.
A director may be removed for any reason by a vote of three-fourths of the Board.

Section 4. Meetings

The Board shall meet at least three times per year.
Meetings of the Board may be held at such time and at such place as, from time to time, shall be determined by the Board.

Section 5. Responsibilities of Directors

All directors shall be responsible for staying informed about Association activities and exercising their best judgment on matters before them for the benefit of the Institute and the Association.
Directors will be expected to serve on at least one committee, and to regularly attend meetings of the Board and such committee(s).

Section 6. Quorum; Required Vote; Participation in Meetings

A majority of the Board (i.e. 50% plus one), or committee thereof, shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Board, or committee thereof, except as may be otherwise provided by these Bylaws or by the Constitution.
In case of a tie in a vote by the Board, the President shall decide the outcome of the vote.
In case of a tie in a vote by a committee, the chairperson of the committee shall decide the outcome of the vote.
Directors may participate in Board meetings by online video or audio conference, consistent with the Online Conference Policy of the Board as amended from time to time.
Members of committees may also participate in committee meetings by online conference, at the discretion of the chairperson, except as otherwise directed in these Bylaws.

Article IV. Officers

Section 1. Number

The officers of the Association shall consist of a President, a President-Select, a Chief Executive Officer, a Treasurer, a Secretary and such other officers as determined, from time to time, by the Board of Directors.

Section 2. President and President-Select

The Association shall appoint a President in accordance with the provisions of Article V, Section (2)(e)(i)(2) below.
The President shall serve as the chairperson of the Board, shall set its agenda and shall lead Board meetings.
The President shall also be responsible for overseeing Board initiatives and shall serve as the Association’s representative on the Corporation of the Institute.
The President shall serve for a term of two years, or until his or her resignation or removal by the Board.
Each person selected to be President shall be selected at least one year in advance of assuming the position of President, and shall serve for one year as President-Select before assuming the role of President.
The President-Select shall be responsible for learning the role of the President and considering long-term strategy issues in preparation for assuming the role of President.

Section 3. Chief Executive Officer

The Board shall appoint, with the concurrence of the President and the Executive Committee of the Institute, an individual to serve at the discretion of the Board of Directors as the Association’s Chief Executive Officer.
The CEO shall be responsible for the day-to-day operation of the Association and for managing all Institute employees serving the Association.

Section 4. Treasurer

The Board shall appoint, with the concurrence of the President and the Executive Committee of the Institute, an individual to serve at the discretion of the Board of Directors as the Association’s Treasurer.
The Treasurer shall be responsible for the financial matters of the Association and for managing and publishing the annual budget and financial statements of the Association.

Section 4. Secretary

The Board shall appoint, with the concurrence of the President and the Executive Committee of the Institute, an individual to serve at the discretion of the Board of Directors as the Association’s Secretary.
The Secretary shall be responsible for all parliamentary procedures of the Association, including keeping the minutes of all formal meetings and publishing them for the membership.

Article V. Committees of the Association

Section 1. Appointment of Members and Chairpersons; Terms

Membership on committees of the Association is an important means of encouraging broad and active participation by members of the Association in its activities.
The President shall appoint the chairperson of each committee of the Association from among the members of that committee, provided that the President shall appoint the chairperson of the Alumni Association Selection Committee in addition to the members of that committee who are elected in accordance with Section 2(e)(i)(2) below.
Except as otherwise provided in these Bylaws or the Constitution, the President, with the concurrence of the Board, shall appoint the members of each committee of the Association from among the members of the Association.
The President shall be an ex officio member of all committees of the Association other than the Finance Committee, the Alumni Association Selection Committee and the Awards Committee.
The Chief Executive Officer shall be an ex officio member of all committees of the Association other than the Alumni Association Selection Committee and the Awards Committee.
Except as provided in the Constitution, terms of service on committees shall be determined by the Board in its discretion from time to time, and terms shall be staggered where possible to allow for continuity.

Section 2. Standing Committees of the Association

Finance Committee:

There shall be a Finance Committee. The Finance Committee will monitor spending and performance against the Association’s annual budget and will advise the Board on spending and budget issues.

President’s Committee:

There shall be a President’s Committee consisting of the President, the President-Select, the immediate past president, the second past president, and the Chief Executive Officer. The President’s Committee will assist and advise the President as requested.

PICT Annual Fund Board:

There shall be an PICT Annual Fund Board, as described in Article VII below.

Program Committee:

There shall be a Program Committee. The Program Committee shall assess the programmatic offerings of the Association.

Nominations Committees:

There shall be a group of Nominations Committees consisting of four (4) separate but related committees. The Nominations Committees will undertake activities designed to identify, recruit and select alumni for both leadership for the Association and recognition of alumni volunteers. These activities will include outreach to and solicitation of nominations from the membership, alumni organizations, Institute faculty, Institute administration, Association staff, and other organizations associated with the Institute

STANDING NOMINATIONS COMMITTEES
1. Leadership and Talent Pipeline Committee:
  1. There shall be a Leadership and Talent Pipeline Committee (LTPC). The LTPC shall work closely with the PICTAAA community and assist the other Nominations Committees in identification, recognition, and retention of alumni volunteers.
2. Alumni Association Selection Committee:
  1. There shall be an Alumni Association Selection Committee (“AASC”) elected by the members of the Association.
  2. The election shall be conducted using the preferential voting method.
  3. Each elected member of the AASC shall serve a two (2) year term.
  4. The AASC shall appoint the Term Directors and the President, in its sole discretion.
  5. The AASC shall have at least six (6) elected members, all of whom are members of the Association but none of whom are then directors, plus a chairperson.
  6. The AASC chairperson shall be appointed by the President, shall be a past-president of the Association and shall not vote on AASC business unless there is a tie.
  7. Elected members of the AASC shall not be eligible to serve as director of the Association for two (2) years from the end of their term on the AASC.
  8. The committee shall meet in person or online conference when making its selections.
3. Awards Committee:
  1. There shall be an Awards Committee which shall make recommendations to the Board for recipients of Association awards and for the establishment of new awards.
  2. To be eligible to serve on this committee, and individual must be a prior recipient of a Pixel award of the Association.
  3. The committee shall meet in person or online conference when making its selections.

Section 3. Special Committees

In addition to the standing committees specifically provided for in these Bylaws, the President, with the concurrence of the Board, shall have the power to appoint additional committees in his or her discretion to carry out the mission of the Association.

Article VI. Other Alumni/ae Communities or Groups

Members of the Association residing in a given locality or having a special set of goals or interests may form an alumni/ae community or group, which, upon approval of the Board of Directors, shall be designated as a club or by another appropriate designation. Such groups shall be subject to the policies of the Association.

Article VII. PICTAAA Annual Fund

Section 1. PICTAAA Annual Fund

The Association shall undertake the solicitation of an annual fund for the benefit of the Institute.

Section 2. Powers and Duties

The PICTAAA Annual Fund Board shall, working in concert with the Institute, set goals for the PICTAAA Annual Fund.
The PICTAAA Annual Fund shall be operated in accordance with the policies and procedures of the Institute.
The PICTAAA Annual Fund Board shall have the power to establish committees as it sees fit to carry out any of the responsibilities of the PICTAAA Annual Fund Board.
The PICTAAA Annual Fund Board shall publish an annual report of gifts to the Institute through the Annual Fund.

Section 3. Meetings

The PICTAAA Annual Fund Board shall hold at least three meetings each year.

Section 4. Solicitation

The solicitation and collection of the PICTAAA Annual Fund shall in addition to general solicitation of funds from alumni/ae on a periodic basis and shall be conducted as prescribed in these Bylaws.

Section 5. Institute Funds

Contributions to the PICTAAA Annual Fund are contributions to the Institute to be handled at the Institute’s discretion subject to donor designation.

Article VIII. Publications

Section 1. Official Organ

The PICTAAA Website shall be the official organ of this Association.

Section 2. Subscription

Every Alumni/ae Member and Honorary Member of the Association shall be entitled to receive access to the member section of the PICTAAA Website.

Article IX. Amendments

These Bylaws may be amended at any meeting of the Board of Directors by the act of two-thirds of the full Board of Directors, provided that at least ten (10) days prior written notice is given to each director stating that the subject of amendment of the Bylaws will be voted upon and, if practicable, providing a copy of the proposed amendment.

END

version 1.0 (Oct 2020)