Alumni Charter and Bylaws

CHARTER of SOKA UNIVERSITY OF AMERICA (SUA) UNDERGRADUATE ALUMNI ASSOCIATION

ARTICLE I. NAME, MOTTOS & PRINCIPLES

Section 1.1. Name.

This alumni Association shall be known as Soka University of America (SUA) Undergraduate Alumni Association. This Association is also referred to as: Sohokai, Soka Treasures Group, and Young Founders. All these names are collectively the “Association.”

Section 1.2. Mission.

The mission of the Association is to cherish each member and strengthen the lifelong friendships in order to reaffirm the humanism of Soka Education, foster an enduring connection to SUA and its mission, and create new value as forever-young founders.

With appreciation to SUA and the education provided, the Association also aspires to embody mottoes and principles upheld by the University as below:

(a) SUA Mottos.

Be philosophers of a renaissance of life.
Be world citizens in solidarity for peace.
Be the pioneers of a global civilization.

(b) SUA Principles. The Association shall be committed to the following principles:

Foster leaders of culture in the community.
Foster leaders of humanism in society.
Foster leaders of pacifism in the world.
Foster leaders for the creative coexistence of nature and humanity.

ARTICLE II. RESTRICTIONS ON ACTIVITIES

The Association is organized exclusively for the mission of the Association and the support and advancement of SUA. The Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of the Association. No substantial part of the activities of the Association shall be carried out for the advancement of propaganda or otherwise attempt to influence legislation. The Association shall not participate in, intervene in, publish or distribute statements for, nor any other manner that may be deemed to support, any political campaign on behalf of or in opposition to any candidate for public office. No part of the net income or assets of the Association shall inure to the benefit of any of its representatives, officers or members. All the property and assets of the Association are irrevocably dedicated to charitable and educational purposes described in Section 501(c)(3) of the Internal Revenue Code. Upon the dissolution, winding up or abandonment of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities shall be distributed to Soka University of America.

ARTICLE III. RELATIONSHIP TO THE UNIVERSITY

The Association shall be a part of SUA and its activities shall be those of SUA. Any assets of the Association shall be the property of SUA, whether or not maintained in the name of the Association. All books and records of the Association shall be maintained by the University. The members of the Association, as among themselves, constitute a California unincorporated association. The Association has no power to enter into contracts on behalf of itself or the University. Only the University has such power to enter into contracts on behalf of the Association.

ARTICLE IV. AMENDMENT OF THIS CHARTER

This Charter may be amended by the vote of the President of SUA and by a two-third majority vote with a two-third quorum, respectively, of the members of the Board and Class Representatives, provided that (1) the proposed amendment(s) shall be prepared by and/or presented to the Board and the Board approves the proposal and elects a Resolution; (2) thereafter, the President of SUA approves the Resolution; (3) upon the President of SUA’s approval, the Board notifies the members of the Association of the Resolution at least two weeks prior to the voting; and (4) the members of the Association shall vote by proxy and approve the Resolution. The Class Representatives shall be the proxyholders of the members of the Association. Such proxy shall be presumed to be executed and valid unless the contrary is shown. The notice of proxy voting shall state the Resolution and describe that their Class Representatives shall vote as their proxyholders and that they, as the members of the Association, have the right to submit in writing the intent to revoke the proxy as well as the grounds for objection to or approval of the Resolution to the Board at least two days before the voting takes place. The Board shall provide such intent of revocation and grounds for objection to or approval of the Resolution submitted by any members of the Association verbatim to the Class Representatives at the voting.

BYLAWS of SOKA UNIVERSITY OF AMERICA (SUA) UNDERGRADUATE ALUMNI ASSOCIATION

CHAPTER I: ORGANIZATION AND MEMBERSHIP

ARTICLE I. ORGANIZATIONAL STRUCTURE

Section 1.1. Relationship with the University.

The Association and its functions including Class Representatives (as defined in ARTICLE X), Regional Chapters (as defined in ARTICLE XI), and Committees (as defined in ARTICLE VII) are an extension of Soka University of America (“SUA” or the “University”). Activities of the Association are supported by the Board, Class Representatives, Regional Chapters, Professional Interest Groups, Affinity Groups, and various Committees, and certain SUA staff, including the Development Office.

Section 1.2 Usage of Names and Logo.

The following names are trademarked and shall only be utilized by official groups of the Sohokai Alumni Association, or with explicit permission from the Association Board of Representatives: Sohokai Young Founders, Young Founders, Sohokai, and Soka Treasures Group. The official Sohokai logo is copyrighted and cannot be used without explicit permission from the Board of Representatives.

Section 1.3. Indemnification.

The Association agrees to indemnify, defend and hold harmless the Board of Representatives, Regional Chapter Representatives, Class Representatives, Professional Interest Group Representatives, Affinity Group Representatives, and Committee leaders from and against all liability, loss, cost or expense (including attorney’s fees) by reason of liability imposed upon the Association, related to the Association’s activities, whether caused by or contributed to by the members or Board members. The Association may maintain insurance, at its expense, to protect itself and Board members against liability, cost or expense.

ARTICLE II. MEMBERSHIP

Section 2.1. Membership.

The membership of the Association shall consist of alumni members, associate members, and honorary members.

Alumni members. Alumni members shall be those upon whom a bachelor’s degree is conferred by SUA. All bachelor’s degree recipients in good standing (see Section 2.3) are qualified to become members of the Association upon graduation. Any graduate who would rather not join the Association may explicitly opt out at the time of graduation, or at any point thereafter, and would therefore not partake in official Association activities. Alumni members shall have all the rights and privileges of membership as prescribed in Section 2.4. Alumni members may be subject to proceedings prescribed in Section 2.2.
Associate members. Associate members shall be those who enrolled for a minimum duration of one (1) academic semester in SUA’s bachelor’s degree program but discontinued before receiving the bachelor’s degree from SUA, provided that the reasons for such discontinuation are not the result of probation, suspension, or expulsion due to violation of student code of conduct while at SUA. Associate members shall have all the rights and privileges of membership as prescribed in Section 2.4 with the exception of holding office on the Board, Professional Interest Group, Affinity Group, on a Committee, as a Class Representative, or as a Regional Chapter Representative. Associate members may be subject to proceedings prescribed in Section 2.2. In order to be considered for associate membership, eligible persons must communicate to the Board.
Honorary members. Honorary members shall be those who have been so elected by the Board based on meritorious service performed in the interest of SUA and the Association. Honorary members shall have all the rights and privileges of membership as prescribed in Section 2.4 with the exception of voting for elections of and/or holding office on the Board, Professional Interest Group, Affinity Group, on a Committee, as a Class Representative, or as a Regional Chapter Representative. Honorary members may be subject to proceedings prescribed in Section 2.2.

References in these Bylaws to “member(s)” shall mean member(s) of all of the three categories as defined in Section 2.1(a) through Section 2.1(c) unless specifically stated otherwise. No membership or right arising from membership shall be transferred. All rights of a member cease upon the member’s death.

Section 2.2. Sanction, Formal Warning, Suspension and Expulsion.

A member may be disciplined only for a just, reasonable, and sufficient cause. Such sanction shall be fair, reasonable, and commensurate with the seriousness of the violation of the Code of Conduct, the Charter, the Bylaws, and/or policies of the Association by the member and based on the principle of progressive discipline. Sanctions include a formal warning, suspension, and expulsion. When the Board becomes aware through a formal written complaint of a possible violation of the Charter, the Bylaws, and/or policies of the Association by a member (the “Responding Party(s)”), the Board shall immediately submit the complaint to the Peer Conduct & Resolution Review Committee to investigate the suspected violation and if necessary, undergo a Sohokai Conduct and Resolution Process. When a sanction is warranted, the Board shall take appropriate corrective actions, which include, but are not limited to the following:

Formal Warning. A formal warning is the act of the Association informing the Responding Party(s) of the possibility of his/her/their membership being suspended in the event of the occurrence of the condition(s) specified in the formal warning.
Suspension. Suspension is the act of the Association stripping membership rights away from the Responding Party(s) for a specified duration of time (the “Suspension Period”).
Expulsion. Expulsion is the most severe form of sanction where the membership rights of the Responding Party(s) shall be terminated. Membership may be reinstated only upon extraordinary circumstances in line with the Association’s Code of Conduct.
Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the Reporting Party(s) or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation pursuant to Section 8.1(a).

Section 2.3. Good Standing.

Unless suspended or expelled pursuant to Section 2.2 (b)-(c), every member shall be deemed in good standing.

Section 2.4. Rights and Privileges of Membership.

Members of the Association shall have the following rights and privileges:

To vote in all Association elections, provided that Members’ only voting right granted under these Bylaws is limited to Association elections and does not cover any other business of the Association;
To run as a candidate for and serve on the Board, a Class Representative, a Regional Chapter Representative, Professional Interest Group Representative, Affinity Group Representative, or a member of a Committee;
To receive all official publications and notices of the Association;
To participate in any event/meeting organized by the Association including the Annual Alumni Meeting;
To participate in activities organized by the Class Representatives of the member’s class;
To be a member of a Regional Chapter established in the area where the member resides;
To be a member of a Professional Interest Group; and
To be a member of an Affinity Group.

Associate members shall have the rights and privileges prescribed in (a) and (c) through (h) above. Honorary members shall have the rights and privileges prescribed in (c) through (h) above.

Section 2.5. Dues.

There are no dues to be a member of the Association.

Section 2.6. Withdrawal of Membership.

Any member may withdraw from the Association at any time by notice in writing to the Board and shall be effective as of the date received. Alumni who are not members of the Association shall not retain any of the rights and privileges of membership as outlined in Section 2.4.

Section 2.7. Reinstatement of Membership.

To reinstate membership for an alumnus who had previously opted out, the alumnus must submit a formal request in writing to the Board of Representatives. Membership may be reinstated at the discretion of the Board, and any previous sanctions against the alumni may be taken into consideration at the time of determination.

ARTICLE III. MEMBERSHIP MEETINGS

Section 3.1. Annual Alumni Meeting.

Meetings of the members (“Annual Alumni Meeting”) shall be held at any location as designated by the Board. The sole purpose of the Annual Alumni Meeting shall be to provide members of the Association with opportunities to strengthen their bonds with one another and reaffirm the mission of the University.

Section 3.2. Notice.

Notice of an Annual Alumni Meeting shall be given electronically via email to all members whose email addresses are known to the University.

CHAPTER II: BOARD OF REPRESENTATIVES

ARTICLE IV. BOARD OF REPRESENTATIVES

Section 4.1. Mission.

The mission of the Board of Representatives is to determine and implement the Association’s strategic direction with the sole purpose of upholding the Association’s Mission as elected representatives of the entire alumni association and in alignment with the mission and goals of the University.

Section 4.2. General Powers.

All powers of the Association shall be exercised; its resources utilized; and its business, activities, and affairs conducted, by the Board or, if delegated, under the direction of the Board. The Board may delegate the management of the activities of the Association to any person or persons, or Committee provided that all powers shall be exercised under the ultimate direction of the Board. The Board has no power to enter into contracts on behalf of the Association. Only the University has such power to enter into contracts on behalf of the Association. The Board may make requests to the University when entering into contracts is necessary to execute its duties as prescribed below.

Section 4.3. Duties.

Unless otherwise decided by the Board, each Representative shall have equal rights, and shall equally share the duties and responsibilities in service to the Association and its members, shall act in good faith, and with due care, and in the spirit of the Mission of the Association. In close collaboration with the University, the Board shall be responsible for the following duties:

Build a strong network among the members of the Association;
Welcome new graduates to the Alumni Association;
Organize and preside at the Annual Alumni Meeting;
Attend functions to represent the membership;
Coordinate and oversee the election and nomination proceedings for Class Representatives and, Affinity Group Representatives, Regional Chapter Representatives, and leaders of Committees;
Coordinate applications and appoint Regional Chapter Representatives, Professional Interest Groups, Membership Review Committee, and other ad-hoc committees;
Assess the growth of alumni presence in different geographical areas and establish Regional Chapters as deemed appropriate and in accordance with the establishment criteria as provided in Section 11.3.
Provide guidance and support for Class Representatives, Regional Chapters, Professional Interest Groups, Affinity Groups, and ad-hoc special committees in carrying out their respective duties; conduct all leaders meetings at minimum twice a year;
Initiate and maintain communications with the membership through newsletters and other communication;
Determine allocation and utilization of the Association’s resources in pursuit of the Association’s Mission.
Submit an annual report of the activities of the Association to the members of the Association and the offices of SUA’s President and the Founder;
Establish various Committees as provided in Section 7.1; Section 11.1,
Carry out investigation and sanction processes in close coordination with the University in the event of suspected violation of the Charter and/or the Bylaws.
Meet at least once a year with SUA’s President; and
Conduct other necessary business in order to further the mission of the Association.

Section 4.4. General Terms.

The Board of Representatives (the “Board”) shall consist of at least three (3) representatives (the “Representative” individually and the “Representatives” collectively).

Terms of Office. The term of each Representative shall be three (3) years, beginning from the day of the Annual Alumni Meeting in the year the Representative is elected, and ending on the day of the Annual Alumni Meeting of the year when the Representative completes his/her/their three (3) year term. When a Representative is elected to fill a vacancy created as described in Section 4.9., such newly elected Representative shall serve the term of the predecessor Representative, ending on the day when the predecessor Representative was scheduled to complete his/her/their term.
Subsequent terms. A Representative elected to a full three-year term may be elected to a second, consecutive three-year term. No person may be elected to serve a term that would exceed six years. Nothing herein contained shall be construed to limit the total number of nonconsecutive terms for which an elected Representative may serve.
Additional Representatives. The board members must unanimously agree to propose any additional representative(s) to the University President. Upon approval, the Board shall conduct a voting process with the Class Representatives and must receive a simple majority vote in favor of the decision in order to move forward. Once approved, an election will be held during the regular election period for additional seat(s) to the Board.

Section 4.5. Qualifications.

Only alumni members of the Association may run for the position of the Board of Representatives.

Alumni members shall be in good standing, as prescribed in Section 2.3 and may not be going through a Conduct and Resolution process at the time of application
Alumni members shall be supportive of the mission of the University
Alumni members shall be a financial donor to the University and must have donated at least once within the (1) one year period prior to submitting a candidacy application.
Alumni members shall prepare: an application (as described in Section 6.4), a short biography, and a personal statement on the mission of Soka University of America and the Sohokai Association.
Alumni members should be aware of the time commitment required for equitable participation by all Representatives on a Board of Representatives (e.g., a globally-based board).

Prior to the election notice described in Section 6.5(a), the Board of Representatives shall review all candidacy applications to ensure they meet the qualifications and may reject any applications that do not.

Alumni members who are currently serving leadership roles in the Association may run for the position of Board of Representatives but must resign from their present leadership roles if elected to the Board. In the event of electing an alumni member with an ongoing leadership role in the Association, the Board shall immediately activate necessary processes to fill the vacancy that will be created by the election of such a member.

Section 4.6 Fiscal.

Any assets of the Association shall be the property of SUA, whether or not maintained in the name of the Association. All the financial transactions to be advanced toward events/meetings/activities shall comply with budget guidelines adopted by the University prior to entering into such transactions.

Section 4.7. Removal.

A Representative who has missed meetings of the Board for a period of three consecutive months or more may be deemed inactive. In such instances, the Board shall review the circumstances and decide, by consensus, on a full removal or retention of the inactive Representative. If a Representative resigns either voluntarily or involuntarily, the vacancy shall be filled as prescribed in Section 4.8. The Representative who becomes subject to any of the sanctions prescribed in Section 2.2 shall be removed from the Board.

Section 4.8. Vacancies.

Upon a vacancy resulting from death, resignation, removal, disqualification or otherwise, the Board shall (a) call for a special election to fill the position for the remainder of the term if the remainder of the term is longer than one (1) calendar year or (b) appoint a person to fill the vacancy if the remainder of the term is one (1) calendar year or less in order to avoid any possibility of a deadlocked board.

ARTICLE V. BOARD MEETINGS

Section 5.1. Annual Board Meeting.

The Annual Board Meeting shall be held either prior to or promptly following the Annual Alumni Meeting. Annual Board Meetings may be dedicated to, among others:

Review of the Charter and/or the Bylaws and its relevance to the demands and strategic directions of the Association;
Analyze the Association’s resource utilization with preliminary planning of the upcoming fiscal year’s budget; and
Decide overall strategic direction of the Association.

Section 5.2. Regular Meetings and Notice.

Regular meetings of the Board shall be held at least quarterly at an agreed upon time and place. Notice shall be given at least electronically via email to all Representatives at least 24 hours prior to the commencement of the meeting.

Section 5.3. Special Meetings and Notice.

Special Meetings of the Board shall be held upon request of any Representative(s) provided that at least fifty percent of the Board of Representatives agree on the time and location of the Special Meeting, and notice is given at least electronically via email to all Representatives at least 24 hours prior to the commencement of the meeting.

ARTICLE VI. ELECTION OF BOARD OF REPRESENTATIVES

Section 6.1. General Election.

An election for the position of one (1) Representative replacing another Representative, who would complete his/her/their three (3) year-term at the end of the Annual Meeting, shall take place annually, sixty (60) calendar days prior to the Annual Alumni Meeting (the “General Election”). If an alternate date is proposed for the General Election, the Board shall decide by majority vote on the proposed alternate date. If an alternate date is approved under this section, the Board shall immediately notify the membership of such changes and the reasons thereof.

Section 6.2. Special Election.

A special election shall be held within sixty (60) calendar days after vacancies in the Board occur unless otherwise provided for in Section 4.9. The newly elected Representative(s) shall be announced via email.

Section 6.3. Election Notice.

A notice of an election of the Representative(s) shall be posted on the website of the Association as well as emailed to all alumni members and associate members of the Association at least thirty (30) calendar days prior to the election and shall contain the following:

Date of the election;
Position to be filled;
Description of voter qualifications;
Statement calling for candidates to run for the Board; and
Description of the duty of the position and the qualification to run for the Board;

Section 6.4. Declaration of Candidacy.

Every alumni member of the Association who is running for the Board position shall declare his/her/their candidacy by submitting the candidacy application (the “Application”) to the Board by the day prescribed by the Board (the “Candidacy Deadline”). The Application shall be created by the Board of Representatives and will be distributed as part of the notice of online voting procedures and ballots, described in Section 6.5(a).The Candidacy Deadline shall be at least one (1) calendar week, but no earlier than two (2) calendar weeks before the beginning of the voting procedure. In the case where no one or only one candidate declares his/her/their candidacy upon the expiration of the Candidacy Deadline, the Board shall call for a postponement of the Candidacy Deadline for one calendar week. Upon the expiration, if only one candidate declares candidacy, all Board members must unanimously approve the candidate to move forward with a one-candidate election where association members will vote for or against the candidate. Upon the expiration of this extended Candidacy Deadline, if it remains that no candidate has declared his/her/their candidacy, the Board shall appoint by majority vote the succeeding Representative with his/her/their consent, and there shall be no election for that year. Upon the expiration of the same extended Candidacy Deadline where at least one candidate had previously declared his/her/their candidacy and no other candidacy declares his/her/their candidacy, the Board shall proceed with the online voting procedures as provided below with that one and only candidate. All elected Representatives shall be eligible for running for re-election subject to limitations as noted in Section 4.1.

Section 6.5. Online Voting Procedures and Ballots.

Upon the expiration of the Candidacy Deadline, the Board shall notify all alumni members and associate members of the Association via email and the Association’s official website by providing the following information in order to initiate the online voting procedures.

Notice. The notice shall be emailed to all alumni members and associate members of the Association in good standing at least seven (7) calendar days prior to a General Election and Special Election. The notice shall contain the following:
1. Description of voting procedures;
2. Beginning and ending dates of the election;
3. The Representative to be replaced;
4. Description of voter qualifications;
5. Description of the duty and the qualification to run for the Board;
6. Name(s) of the candidate(s); and
7. Application submitted by the candidate(s).
Ballot. A ballot shall be emailed to all alumni members and associate members of the Association in good standing on the first day of the election, which shall be open for at least five (5) calendar days.

Section 6.6. Tallying Procedures and Election Results.

All votes shall be tallied by the University immediately following the termination of the online voting process. The candidate(s) receiving the greatest number of votes up to the number of positions to be filled, shall be elected. In the event of a tied vote, the Board shall extend the election for another five (5) calendar days in order to solicit more votes and break the tie.

The name of the newly elected Representative(s) shall be announced via email and posted on the Association’s official website. The newly elected Representative(s) shall assume office on the day of the Annual Alumni Meeting. The University shall retain custody of the ballots for at least ninety (90) days after the announcement of the election results.

ARTICLE VII. AD-HOC COMMITTEES

Section 7.1. Establishment.

The Board shall have the power to create and mandate ad-hoc committees at any time and for any purpose in pursuit of the mission of the Association. In establishing such a committee, duties, mission, and general powers should be developed and agreed on by consensus.

The Board can call for leadership nominations from Class Representatives and leaders shall be appointed by the Board. Similarly, the Board shall have the power to dissolve such committees at any time except for those standing committees set forth in Section 8.1.

ARTICLE VIII. STANDING COMMITTEES

Section 8.1. Standing Committees.

Peer Conduct & Resolution Review Committee.
1. There shall be a Peer Conduct & Resolution Review Committee (“PCRRC”) of seven (7) members consisting of one (1) member from among the Board, two (2) members from among the Class Representatives, two (2) members from among the Regional Chapter Representatives, and two (2) members from among the members of the Association not in a leadership position. Appointments will be made based upon nominations within each subgroup. The person/people who receives the highest number of nominations will be appointed.
  If there is a tie in nominations, an election will be held within each subgroup. All committee members shall serve for a two (2) year term or upon resolution of any pending Sohokai Conduct and Resolution Process, whichever comes later. All committee members may be eligible for re-nomination with no maximum number of terms.
2. The PCRRC serves to assist the Board and Association members who are affected by, as well as those who are allegedly responsible for a violation of the Code of Conduct, the Charter, the Bylaws and/or policies of the Association. The Board and certain SUA staff, including, without limitation, the Development Office, shall also work in cooperation with the PCRRC to report incidents and assist in the process for consultation and guidance.
3. The Association is committed to a fair conduct process. The Association’s approach is modeled in line with Soka’s policies and intended to be an educational process, not a legal process, and all investigations are informal. The process respects the rights of all parties involved, and the end goal focuses on fostering Association members’ development and character.The Sohokai Conduct and Resolution Process affords each member to undergo a process which is based on a standard of proof (an amount of information needed to establish a violation of policy) known as the preponderance of evidence. This standard of proof is used by most higher education institutions in the United States and is different from the standard of proof used in a criminal legal system (i.e., “proof beyond reasonable doubt”). Preponderance of evidence means “it is more likely than not” this individual or group violated the Code of Conduct, the Charter, the Bylaws and/or policies of the Association.
4. All members going through the Sohokai Conduct and Resolution Process are expected to cooperate fully and demonstrate honesty throughout each phase of the process. This expectation is based on SUA’s mission “to foster a steady stream of global citizens committed to living a contributive life.” If a member chooses not to cooperate in any part of the process, the PCRRC will continue with deciding and recommending an outcome based on all the pertinent information gathered.

Outcome. Within fifteen (15) days, if, after analyzing the facts, the PCRRC decides that there is inadequate information to hold the Responding Party(s) responsible, the PCRRC will present a detailed report and recommendation to the Board that the complaint be dropped, and no further action taken. The Responding Party(s) and Reporting Party(s) will be informed of this outcome in writing. However, if there is adequate information to support the complaint, and a Responding Party(s) is held responsible for violating the Code of Conduct, the Charter, the Bylaws and/or policies of the Association, appropriate sanctions and resolutions will be recommended by the PCRRC to the Board together with a detailed report as described in Section 2.2. The Responding Party(s) and Reporting Party(s) will be informed of the outcome and sanctions in writing.

CHAPTER III: OTHER ASSOCIATION BODIES

ARTICLE IX. CLASS REPRESENTATIVES

Section 9.1. General Terms.

Class Representatives will consist of up to two representatives for each class. There shall be no residency qualifications for being a Class Representative. The term of Class Representatives shall be 3 years; beginning from the day the election results are announced. Class Representatives currently serving positions as of February 1, 2021, will serve until their 5-year term is complete.

Section 9.2. Mission.

The mission of the Class Representatives is to develop unique support networks rooted in lifelong friendships among classmates, thereby contributing to the realization of the Mission of the Association.

Section 9.3. Qualifications.

Only alumni members of the Association, as prescribed in Section 2.1.(a), who are in good standing, as prescribed in Section 2.3, may run for the position of Class Representative. Alumni members who are currently serving on the Board of Representatives, Regional Chapter Representatives, Professional Interest Group Representatives, and Affinity Group Representatives may not run for the position of Class Representative. Candidates should be able to fulfill the Class Representative duties as prescribed in Section 9.6.

Section 9.4. General Powers

Class Representatives have the right and duty to vote for any proposed changes to the Association’s Charter and/or the Bylaws and to utilize resources as approved by the Board. Class Representatives may also establish and appoint various sub-committees as necessary. Class Representatives have no power to enter into contracts on behalf of the Association. Only the University has such power to enter into contracts on behalf of the Association. Class Representatives may make requests to the University when entering into contracts as necessary to execute its duties as prescribed below.

Section 9.5. Fiscal.

Any assets of the classes shall be the property of SUA, whether or not maintained in the name of the classes or the Association. All the financial transactions to be advanced toward events/meetings shall comply with budget guidelines adopted by the Board prior to entering into such transactions.

Section 9.6. Duties.

The primary duty of Class Representatives is to strengthen the network among their classmates and to SUA in accordance with guidelines adopted by the Board. Class Representatives must adhere to the Code of Conduct, Confidentiality Agreement, Communication Policy, Budget Guidelines set forth by the Board.

Section 9.7. Removal.

If a Class Representative has failed to or is unable to carry out his/her/their duties for six months, the Board shall review the circumstances and decide, by consensus, on a full removal or retention of the inactive Class Representative. The Class Representative(s) who fails to abide by the Code of Conduct, Confidentiality Agreement, Communication Policy, and Budget Guidelines, and any other policies set forth by the board, shall be removed from his/her/their position as a Class Representative. Upon removal of the representative, the vacancy shall be filled as prescribed in Article VIII.

Section 9.8. Vacancies.

Upon a vacancy resulting from death, resignation, removal, disqualification, or otherwise before the completion of the five-year term, the Board shall call for a Class Representative Election as prescribed in Article VIII.

ARTICLE X. ELECTION OF CLASS REPRESENTATIVES

Section 10.1. General Election.

An election for the position of up to two Class Representatives will take place within 90 days before or after the completion of the current Class Representative’s 3-year term, or within 90 days after a Class Representative vacancy arises as prescribed in Section 9.8. Elections for newly graduated classes will take place within the 90-day period after graduation.

Section 10.2. Election Notice.

A notice for an election of class representative(s) shall be posted on the website of the Association, as well as emailed to all members of said class at least thirty (30) calendar days prior to the election and shall contain the following:

Date of the election;
Position to be filled;
Description of voter qualifications;
Statement calling for candidates to run for the position of Class Representatives; and
Description of the duty of the position and the qualification to run for the position.

Section 10.3. Declaration of Candidacy.

Every alumni member of the Association interested in running for the position of Class Representative(s) shall declare his/her/their candidacy by submitting the candidacy application (the “Application”) to the Board by the day prescribed by the Board (the “Candidacy Deadline”). The Candidacy Deadline shall be at least one (1) calendar week, but no earlier than two (2) calendar weeks before the beginning of the voting procedure. An election is valid with a minimum of one candidate. In the event that no candidates declare his/her/their candidacy upon the expiration of the Candidacy Deadline, the Board shall call for a postponement of the Candidacy Deadline for one calendar week.

If only one candidate declares candidacy, all Board members and current class representative(s) must agree on the candidate to move forward with the voting process. Upon the expiration of this extended Candidacy Deadline, if it remains that no candidate had declared his/her/their candidacy, the Board shall appoint by majority vote an Interim Class Communicator with his/her/their consent who will carry out duties as prescribed in Section 9.6 except the right to vote on proposed changes to the Association’s Charter and/or the Bylaws as prescribed in Section 9.4, for the duration of a one-year term, and there shall be no Class Representative. Upon the completion of the one-year term of Class Communicator’s position, an election for the position of Class Representatives will be held as prescribed in Article X. Class Representatives shall be eligible for running for re-election, with no maximum number of terms.

Section 10.4. Online Voting Procedure and Ballots.

Upon the expiration of the Candidacy Deadline, the Board shall notify all alumni members and associate members of the appropriate class in good standing via email and the Association’s official website by providing the following information in order to initiate the online voting procedures.

Notice.The notice shall be emailed to all alumni members and associate members in good standing of the appropriate class at least seven (7) calendar days prior to a Class Representative(s) election. The notice shall contain the following:

Description of voting procedures;
Beginning and ending dates of the election;
he class representative(s) to be replaced;
Description of voter qualifications;
Description of the duty and the qualification to run for Class Representatives;
Name(s) of the candidate(s); and
Application submitted by the candidate(s).

Ballot.A ballot shall be emailed to all alumni members and associate members of the appropriate class in good standing on the first day of the election, which shall be open for at least five (5) calendar days.

Section 10.5. Tallying Procedures and Election Results.

All votes shall be tallied by the University immediately following the termination of the online voting process. The candidates receiving the greatest number of votes up to the number of positions to be filled shall be elected. In the event of a vote, the Board shall extend the election for another five (5) calendar days in order to solicit more votes and break the tie. The newly elected class representative(s) shall assume office on the day the election results are announced to the Association. The University shall retain custody of the ballots for at least ninety (90) days after the announcement of the election results. The newly elected Class Representative(s) shall be announced to all members of the Association via email and posted on the Association’s official website.

ARTICLE XI. REGIONAL CHAPTERS

Section 11.1. Name.

The name of the Regional Chapter of the Association (“Regional Chapter(s)”) shall include the name of the city or other geographical area where such Regional Chapter is established.

Section 11.2. Mission.

The mission of the Regional Chapters is to play a central role in the global development of the Association’s network by creating localized social opportunities for the members of the Association to develop and strengthen bonds of friendship, thereby continuing to fulfill and advance the Mission of the Association.

Section 11.3. Establishment.

Regional Chapters shall not be separately incorporated but shall be a division of the Association and, therefore, a part of SUA. Any assets of the Regional Chapter shall be the property of SUA, whether or not maintained in the name of the Regional Chapter or the Association. Establishment of a new Regional Chapter is entirely at the discretion of the Board, if the following criteria are satisfied

At least twenty (20) members reside in the geographical area where the Regional Chapter is being proposed. The applicable scope of geographical area for a Regional Chapter shall be:

In the United States, a city, which may include its adjacent metropolitan areas; or
Worldwide, any geographical area that the Board thinks appropriate to serve the alumni in particular circumstances unique to that area, whether it is a city, a region within a country, a country, or a group of countries, having regard to:
- the number of alumni residing in that area;
- demonstrated ability to sustain membership;
- regularity of interactions among the alumni in that area; and
- any other factor that the Board thinks relevant to determining the viability of the proposed Regional Chapter.
The alumni in the regional area are already consistently holding gatherings and are actively networking in an organic way.

Additionally, the Board may create a new Regional Chapter by splitting an existing Regional Chapter into multiple Regional Chapters. The Board must be satisfied with the same factors listed under this section.

Section 11.4. Membership.

Regional Chapter membership shall be the members of the Association residing in the geographical area where the Regional Chapter is established.However, any member of the Association in good standing, as defined in Section 2.3, may attend events/meetings of any Regional Chapter.

Section 11.5. Fiscal.

Any assets of the Regional Chapter shall be the property of SUA, whether or not maintained in the name of the Regional Chapter or the Association. All the financial transactions to be advanced toward the Regional Chapter events/meetings shall be first proposed to and thereafter approved by the Board and the University. The Association, any of its members or the University are not liable to satisfy any obligations, financial or otherwise, incurred by a Regional Chapter without the Board’s prior approval.

Section 11.6. Regional Chapter Representatives.

Each Regional Chapter shall be represented by two (2) Alumni Members as Regional Chapter Representatives appointed by the Board by a majority vote.

Qualifications. Only alumni members of the Association, as prescribed in Section 2.1.(a), who are in good standing, as prescribed by Section 2.3, may apply for the position of Regional Chapter Representatives. Alumni members who are currently serving as Class Representatives or members of the Board of Representatives cannot apply for the position of Regional Chapter Representatives.
Duties. The Regional Chapter Representatives shall conduct activities in accordance with this Charter and the Bylaws and activity guidelines adopted by the Board. Regional Chapter Representatives must initiate and maintain communications with the membership of the applicable Regional Chapters utilizing the logo and the title of the Association and host at least one annual gathering. Regional Chapter Representatives must adhere to the Code of Conduct, Confidentiality Agreement, Communication Policy, Budget Guidelines, and any other policies set forth by the Board.
General Powers. In carrying out their duties, Regional Chapter Representatives may:
1. Utilize resources of the Association as approved and provided by the Board in accordance with budget guidelines adopted by the Board
2. With the Board’s approval, appoint and dissolve sub-committees for the purpose of advancing the Mission of the Regional Chapters; and
3. Make nominations for the Judicial Committee. See Section 8.1 (a) for process.
Term. The term of the Regional Chapter Representatives shall be three (3) years with the option of extending the term up to five (5) years subject to approval by a majority vote of the Board Regional Chapter Representatives are eligible for re-appointment, with no maximum number of terms.
Removal. If a Regional Chapter Representative fails to carry out his/her/their duties for six months, the Board shall review the circumstances and decide, by a two-thirds vote, on a full removal or retention of the inactive Regional Chapter Representative. The Regional Chapter Representative(s) who fails to abide by the Code of Conduct, Confidentiality Agreement Form, Communication Policy Budget Guidelines, and any other policies set forth by the Board shall be removed from his/her/their position as a Regional Chapter Representative. If a Regional Chapter Representative resigns either voluntarily or involuntarily, the vacancy shall be filled as prescribed in the section below.
Vacancies. Upon a vacancy resulting from death, resignation, removal, disqualification, or otherwise before the completion of the three-year term, the Board shall appoint a Regional Chapter Representative according to Section 11.6.

Section 11.7. Dissolution.

If a Regional Chapter ceases to satisfy any of the conditions under Section 9.3, or if its activities are found to be in breach of the Charter or the Bylaws of the Association, the Board may dissolve the Regional Chapter or take any other appropriate measure by two-thirds vote.

CHAPTER IV: ADDITIONAL ASSOCIATION GROUPS

ARTICLE XII. PROFESSIONAL INTEREST GROUPS

Section 12.1. General.

A professional interest group is a group of alumni set up by the Board or through an application process as set forth by the Board and authorized to use the name “Sohokai” and “Young Founders.”

Section 12.2. Mission.

The mission of Professional Interest Groups is to support and connect members of the Association who share specific academic or professional interests for the advancement of the Mission of the Association.

Section 12.3. Establishment.

A Professional Interest Group may be established at Board’s own motion or an application by interested alumni following requirement guidelines set forth by the Board.

Section 12.4. Fiscal.

Any assets of the Professional Interest Group shall be the property of SUA, whether or not maintained in the name of the Professional Interest Group or the Association. All financial transactions in support of the activities of the Interest Group shall comply with budget guidelines adopted by the Board prior to entering into such transactions. The Association, any of its members or the University are not liable to satisfy any obligations, financial or otherwise, incurred by Interest Group(s) without the Board’s prior approval.

Section 12.5. Professional Interest Group Representative.

Each Professional Interest Group shall be represented by two (2) Alumni Members as Professional Interest Group Representatives appointed by the Board by a majority vote either on application by an interested candidate or on the Board’s motion

Qualifications. Alumni Members of the Association, as prescribed in Section 2.1.(a), who share the particular interest of the applicable Professional Interest Group and are in good standing, as prescribed by Section 2.3, may apply for the position of Professional Interest Group Representative. Alumni Members who are currently serving other representative roles in the Association cannot apply for the position of Professional Interest Group Representative.
Duties. The Professional Interest Group Representatives are under the duties to conduct activities to serve the members of the respective Professional Interest Group for furtherance of the Mission of the Association. Interest Group Representatives must adhere to the Code of Conduct, Confidentiality Agreement, Communication Policy, Budget Guidelines, and any other policies set forth by the Board.
General Powers. In carrying out their duties, Professional Interest Group Representatives may:
1. Initiate and maintain communications with the membership of the applicable Interest Groups utilizing the logo and the title of the Association;
2. Utilize resources of the Association as approved by the Board in accordance with budget guidelines adopted by the Board; and
3. Appoint and dissolve sub-committees for the purpose of advancing the Mission of the Association.
Term. The term of the Professional Interest Group Representatives shall be three (3) years with the option of extending the term up to five (5) years subject to approval by a majority vote of the Board. Professional Interest Group Representatives are eligible for re-appointment, with no maximum number of terms.
Removal. Professional Interest Group Representative fails to carry out their duties for six months, the Board shall review the circumstances and, if necessary, decide by consensus on a full removal or retention of the inactive Professional Interest Group Representative. The Professional Interest Group Representative who fails to abide by the Code of Conduct, Confidentiality Agreement Form, and Budget Guidelines shall be removed from position. If a Professional Interest Group Representative resigns, the vacancy shall be filled as prescribed in the section below.
Vacancies. Upon a vacancy resulting from death, resignation, removal, disqualification, or otherwise before the completion of the three-year term, the Board shall appoint a Professional Interest Group Representative according to Section 12.5

Section 12.6. Dissolution.

The Board may dissolve a Professional Interest Group or take any other appropriate measure by two-thirds vote if it is determined that the Interest Group is inactive for >six month or is in breach the Charter or the Bylaws of the Association Code of Conduct.

ARTICLE XIII. AFFINITY GROUPS

Section 13.1. General.

An affinity group is a group of alumni that share an identity-based affiliation. These groups are recognized by the Board through an application process as set forth by the Board and are authorized to use the name “Sohokai” and “Young Founders.”

Section 13.2. Mission.

The mission of Affinity Groups is to support and connect members of the Association who share a specific identity-based affiliation and commit to the advancement of the Mission of the Association.

Section 13.3. Establishment.

An Affinity Group may be established by an application from interested alumni following requirement guidelines set forth by the Board with a minimum of fifteen (15) alumni who have identified interest in joining.

Section 13.4. Fiscal.

All financial transactions in support of the activities of the Affinity Group shall comply with budget guidelines adopted by the Board prior to entering into such transactions. The Association, any of its members or the University are not liable to satisfy any obligations, financial or otherwise, incurred by Affinity Group(s) without the Board’s prior approval. Any assets of the Affinity Group shall be the property of SUA, whether or not maintained in the name of the Affinity Group or the Association.

Section 13.5. Affinity Group Representative.

Each Affinity Group shall be represented by at least one (1) and no more than two (2) Alumni Members as Affinity Group Representatives elected by a majority vote from within the Affinity Group members.

Qualifications. Alumni Members of the Association, as prescribed in Section 2.1.(a), who share the particular affinity of the applicable Affinity Group and are in good standing, as prescribed by Section 2.3, may apply for the position of Affinity Group Representatives. Alumni Members who are currently serving other representative roles in the Association cannot apply for the position of Affinity Group Representative.
Duties. The Affinity Group Representatives are under the duties to conduct activities to serve the members of the respective Affinity Groups for furtherance of the Mission of the Association. Affinity Group Representatives must adhere to the Code of Conduct, Confidentiality Agreement, Communication Policy, and Budget Guidelines set forth by the Board.
General Powers. In carrying out their duties, Affinity Group Representatives may:
1. Initiate and maintain communications with the membership of the applicable Affinity Groups utilizing the logo and the title of the Association;
2. Utilize resources of the Association as approved by the Board in accordance with budget guidelines adopted by the Board; and
3. Appoint and dissolve sub-committees for the purpose of advancing the Mission of the Association.
Term. The term of the Affinity Group Representatives shall be two (2) years. A Representative elected to a full two-year term may be elected to a second, consecutive two-year term. No person may be elected to serve a term that would exceed four years. Nothing herein contained shall be construed to limit the total number of nonconsecutive terms for which an elected Representative may serve.
Removal. If an Affinity Group Representative fails to carry out his/her/their duties for 6 months, the Board shall review the circumstances and, if necessary, decide by consensus on a full removal or retention of the inactive Affinity Group Representative. The Affinity Group Representative who fails to abide by the Code of Conduct, Confidentiality Agreement Form, Budget Guidelines, and any other policies set forth by the Board shall be removed from his/her/their position. If an Affinity Group Representative resigns, the vacancy shall be filled as prescribed in the section below.
Vacancies.Upon a vacancy resulting from death, resignation, removal, disqualification, or otherwise before the completion of the two-year term, the Board shall conduct an election for Affinity Group Representative according to Section 12.5.

Section 13.6. Dissolution.

The Board may dissolve an Affinity Group or take any other appropriate measure by two-thirds vote if it is determined that the Affinity Group is inactive for 6 months or is in breach of the Charter or the Bylaws of the Association, or Code of Conduct.

CHAPTER IV: AMENDMENTS TO THE BYLAWS

ARTICLE IX. AMENDMENTS

Section 14.1. Amendments to the Bylaws

These Bylaws may be amended with recommendation from the Board and a simple majority vote of the Class Representatives. The Board must notify the members of the Association on proposed changes to the Bylaws at least two weeks prior to the voting. After the two parties agree, recommended changes must receive final approval from the University President.