DEFENSE

ACQUISITION UNIVERSITY ALUMNI ASSOCIATION CONSTITUTION
April 11th, 2002

 Article I. Name and Location

• The name of this non-profit association shall be Defense Acquisition University Alumni Association, hereafter referred to as the "Association." Headquarters is located at the Defense Acquisition University (DAU) Capitol and Northeast Regional Campus at Fort Belvoir, Virginia.

 Article II. Purpose

• The Association is formed exclusively for educational purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code of 1954, specifically for the purpose of promoting the welfare of the Defense Acquisition University, with which it is affiliated.

1.  Article III. Objectives

2. The objectives of this organization are to provide:
1. A members' forum for continuing professional growth of the defense acquisition community.
2. A source of defense acquisition management expertise for the Defense Acquisition University and the Association.
3. Notwithstanding any other provision of this Constitution, the Association shall only engage in activities permitted to be carried on:
1. By an organization exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law,) or
2. By an organization, contributions to which are deductible under Section 170(C)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.)
4. In furtherance of its objectives:
1. No part of the net earnings of the Association shall inure to the benefit of any officer or member.
2. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign in behalf of any candidate for public office.

 Article IV. Membership

1. Qualifications and Classes of Membership.
1. Regular Members. Graduates of the program management courses, executive courses, and short courses given by the Defense Acquisition University, and present and past faculty and professional staff members assigned to DAU shall be eligible to become Regular Members.
2. Associate Members. Individuals in Government and Industry who are currently serving, or who have previously served, in defense acquisition program management positions but who do not qualify for Regular Membership, are eligible to become Associate Members.
3. Honorary Members. The Association may, upon approval by a two-thirds secret ballot vote of the Board of Directors, elect individuals who have made outstanding contributions in the area of defense acquisition management or to the Defense Acquisition University. Such recognition shall be limited to two (2) individuals per year, but it is not mandatory that the two Honorary Memberships be awarded each year. Honorary Membership is for life, and no annual dues or other assessments are applicable. In addition, the current and past Presidents of DAU and the current and past Commandants of the Defense Systems Management College (DSMC) and members of the Board of Advisors are automatically Honorary Members.
2. Rights and Privileges. Only Regular Members shall be entitled to vote, hold elected office or be appointed to chair a standing committee of the Association. Associate Members may nominate candidates for office, and serve as committee members, but may not vote.
3. Application. Applications for admission to the Association shall be made on a form provided by the Association, shall include the applicable fees, and shall be forwarded to the Association address indicated on the application form.
4. Termination and Reinstatement. Membership can be terminated for two reasons:
1. For non-payment of dues, after a two-month grace period. Reinstatement may be granted upon payment of dues during any subsequent cycle.
2. By a four-fifths vote of the Association’s duly elected officers, upon finding that the conduct of a member is prejudicial to the interest of the Association.

 Article V. Management and Operations

1. Officers.
1. The Officers of the Association shall be Regular Members and shall consist of a President, four (4) Vice Presidents, a Secretary, and a Treasurer.
2. Terms of office shall be for 1 year from one annual meeting to the next.
3. Responsibilities of officers are described in the Operating Procedures. Ceremonial installation of officers shall occur at the annual symposium.
2. Board of Directors.
1. The power of administration, management, and operation, as well as dissolution of the Association, shall be vested in the Board of Directors. The President of the Association shall likewise be the President of the Board of Directors, who shall preside at all meetings of the Association and of the Board of Directors.
2. The Board of Directors shall consist of the elected officers of the Association, the Immediate Past President, five Regular Members elected at-large, and four Service representatives, one appointed by each Service.
3. The term of office for the at-large members shall be 2 years, staggered as described in the Operating Procedures. All others will serve for 1 year.
3. Finances. Finances of the Association shall be administered by the Finance Committee, chaired by the Treasurer and with the President as an Ex-Officio member. Obligation and disbursement of funds shall be as described in the Operating Procedures.
4. Procedures. The latest edition of "Robert's' Rules of Order" shall be used as a reference for the conduct of all Association business functions. Additional guidance for managing the organization will be published in the Operating Procedures.
5. Committees. The activities of the Association shall be conducted through voluntary groups of members organized into committees as described in the Operating Procedures.
6. Board of Advisors. A Board of Advisors, to be chaired by the President of DAU, will be established by the Board of Directors to provide guidance and general counsel to the Association. The Board's roles and responsibilities are described in the Operating Procedures.
7. Chapters. Chapters may be formed wherever significant numbers of members are located. A petition to charter a chapter, containing at least fifteen (15) current members of the Association, shall be submitted as described in the Operating Procedures.

 Article VI. Nominations and Elections.

1. Nominations. Nominations from current members shall be solicited for Officers and Directors-at-Large, as described in the Operating Procedures. The Nominations and Elections Committee shall prepare an eligible slate of candidates with appropriate background information.
2. Elections. Elections shall be conducted by the Nominations and Elections Committee using a ballot vote of all Regular Members in good standing, in accordance with the Operating Procedures.
3. Resignations. An Officer or Board Member who can no longer fulfill the responsibilities of office shall offer his or her resignation in writing to the President of the Association.
4. Termination. An Officer or Director who is not fulfilling the responsibilities of office may, by two-thirds vote of the Board of Directors, be removed from office. This will be done by written ballot.
5. Filling of Vacancies. Vacancies in Officer or Board positions shall be filled by appointment of the President based upon nominations solicited from, and confirmed by, the Board of Directors.

 Article VII. Meetings.

1. Board Meetings.
1. The Association shall hold at least two (2) Board of Directors meetings, one of which is in conjunction with the annual symposium.
2. All Board Meetings shall be open to all members of the organization; however, only Board Members may present motions and vote. Ceremonial installation of officers shall be conducted at the annual symposium.
3. A quorum shall consist of more than 50 percent of the current Board Members. Board Members unable to attend may give their written proxy to another Board Member or to the Secretary. Proxies are for establishment of a quorum only, and do not entitle the holder to additional votes.
4. Special Board Meetings may be called by the President as required; telecommunications are encouraged, provided a quorum is obtained.
2. Annual Symposium. The Association shall conduct an annual symposium. The purpose of the symposium is to provide a forum for members to update their program and acquisition management skills and to gain insight into reform initiatives.

 Article VIII. Dues and Assessments.

1. Payment of annual dues shall establish both Regular and Associate Membership in the organization. Dues are payable at the time of application for membership and will expire twelve months from date of application. Memberships in arrears two (2) months shall be terminated. The dues structure is described in the Operating Procedures.
2. No assessments other than dues shall be levied against any member of the Association.
3. Solicitation of Alumni Funds. The Association may, in accordance with Federal and State laws and regulations, solicit contributions from individuals, organizations, and corporations.

 Article IX. Pecuniary Liability

1. The Association is a private, not-for-profit association. It is neither an appropriated nor a non-appropriated fund instrumentality. There is no official relationship between the activities of the Association and those of DOD personnel who are members and/or participants.
2. A copy of this Constitution and Operating Procedures shall be posted at all times on the Association’s web site, and a copy shall be present at all Board of Directors’ meetings. All companies, organizations, and individuals with whom the Association transacts business shall take strict and careful notice of the provisions of this Article.

 Article X. Amendments

• This Constitution may be revised by two-thirds of the votes cast in a ballot membership vote, provided that the membership is provided at least 30 days to vote on any proposed revisions. Regular and Associate Members may propose amendments to this Constitution, in writing, to the Vice President (Operations). Only Regular Members may vote on amendments to the Constitution.

 Article XI. Dissolution

• Upon dissolution of the Association, the President of the Association shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all of the assets of the Association in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) as the President shall determine.

 Article XII. Order of Precedence

1. In the case of any omission or conflict between this Constitution and Department of Defense Regulations or other pertinent directives, the latter shall govern.
2. In the case of any omission or conflict between this Constitution and the Association Operating Procedures, the Constitution shall govern.