Section 1.1
Name. The name of the association shall be MBA FOR EXECUTIVES PROGRAM ALUMNI ADVISORY BOARD (the "Association"). The Association is an unincorporated, non-profit association.

Section 1.2
Purposes. The purposes of the Association are charitable in nature and are to:

• Facilitate the development of mutually beneficial partnerships between the EMBA program, alumni and business community;
• Provide feedback to the EMBA program about the needs of the alumni and business community and the degree to which the EMBA program is meeting those needs;
• Provide feedback to the EMBA program about the needs of the alumni and business community and the degree to which the EMBA program is meeting those needs;
• Help maximize charitable voluntary and financial support from alumni for the EMBA program;
• Create networking opportunities for EMBA program alumni;
• Promote the EMBA program effectively to other alumni, prospective students and the corporate community;
• Provide input into curricular and continuing education discussions;
• Support the EMBA program's planning and continuous improvement efforts.
• Develop and oversee EMBA program alumni activities and committees, working with EMBA program administration, faculty, and staff.

Section 2.1
Membership on Inaugural EMBA Alumni Advisory Board: Membership in the inaugural Association shall be by invitation only, which invitation shall be extended by the Director of the MBA For Executives Program. Invitations shall be extended based on ability to contribute to the Association's purposes and objectives, and so as to provide as much diversity to the Association as possible.

The inaugural EMBA Alumni Advisory Board shall include: Chair (President of the Association), Vice Chair (Vice President of the Association), Bylaws Committee Chair (Secretary of the Corporation), Finance Committee Chair (Treasurer of the Association), Program Planning & Development Chair (Liaison between the Association and the EMBA Executive committee), and Marketing Committee Chair.

Section 2.2
Membership and Nomination of New Association Members. Individuals who have been nominated for election by one or more members of the Board, and whose nomination has been approved by the Director of the MBA For Executives Program and the Chairman of the Association, may be elected as an Association member. Prospective members may be suggested by any member of the Association, or by members of the College's faculty or staff. Nominations may also be solicited from the broader EMBA alumni. Members shall be nominated based on their ability to contribute to the Association's purposes and objectives, and so as to provide as much diversity to the Association as possible. New members will be elected by majority vote of the Association's members. Election of new members may be held by ballot in the absence of a meeting if agreed to by the Association pursuant to Section 4.9.

Section 2.3
Number of Advisory Members. The authorized number of Association members shall not exceed 30.

Section 2.4
Association Composition. The Association will consist exclusively of graduates of the San Diego State University EMBA program. Association membership is personal, not corporate. An Association member's participation in the Association is not delegable and may not be assigned to representatives. Up to 20% of the Association membership may consist of "virtual" members, that is, members not local to the San Diego, California area who are participating in the Association via internet, telephone conferencing, electronic video screen communication, or similar communication equipment. The Association shall include as Ad Hoc (non-voting) members, the Director of the EMBA Program and the Faculty Chair of the EMBA Executive Committee.

Section 2.5
Selection and Term of Membership. Upon the adoption of these Bylaws, the Association shall be divided into two groups, as equal as possible. The term of membership for each group shall be staggered. The first group of Association members shall retain membership until the third annual Association meeting from the date of the adoption of these Bylaws. The second group of Association members shall retain membership until the fourth annual Association meeting from the date of the adoption of these Bylaws. Thereafter, each incoming group of new members shall retain membership until the third ensuing annual meeting of the Association following their election. The term of each Association member shall extend until such member's respective successor is elected.

The election of new members shall be held at the Associations annual meetings. The entire Association shall elect new members based on nominations submitted pursuant to Section 2.2, provided, however, no such election shall cause the number of Association members to exceed 30. Notwithstanding annual elections, new members may be elected to the Association at any Association meeting, provided such new membership is based on nominations submitted pursuant to Section 2.2; provided such elections are necessary to fill a member vacancy in the Association; and, provided such elections do not cause the number of Association members to exceed 30.

Members shall not be eligible to serve more than two consecutive terms of office, unless such member is an Honorary Association member pursuant to Section 2.6, in which case the membership of the honorary association member shall not be limited.

Section 2.6
Honorary Association Members. Honorary Association members may be appointed by either the Director of the EMBA Program or the Chairman of the Association on the basis of their distinguished record of leadership, philanthropy and contributions to the strategic goals of the EMBA Program and the Association. Honorary Association Members may attend any or all meetings of the Association and will not be included in the authorized number of Association members, as defined in Section 2.3.

Section 2.7
Resignation and Vacancies. Any Association member may resign effective upon giving written notice to the Chairman of the Association and the Director of the EMBA Program. If the resignation is effective at a future time, a successor may be selected before such time, to take office on the date of resignation, in accordance with Section 2.2 providing for nomination of new members, and in accordance with Section 2.5 providing for elections of new members at any Association meeting. A vacancy due to death, immediate resignation, or removal shall be filled by election with nominations made, and the election held, in accordance Sections 2.2 and 2.5.

Section 2.8
Removal. Any Association member, including honorary members, may be removed from membership, without cause, upon the recommendation for removal made by a majority of the members of the Association, and the approval, in writing, by the Director of the EMBA Program.

Section 3.1
Officers and Committee Chairs. Officers of the Association shall include a President (Association Chair), Vice President (Association Vice Chair), Secretary (Bylaw Committee Chair), and Treasurer (Financial Committee Chair).

In addition, the Association shall include an Association/EMBA Executive Committee Liaison (Project Planning & Development Committee Chair), and a Marketing Committee Chair.

Section 3.2
Election. Officers shall be elected annually, at the Association's annual meeting, by a majority vote of Association members, excluding Ad Hoc (non-voting) members. Candidates shall be members of the Association and shall be nominated for election by one or more members of the Association. Nominations shall be made no later than the last regular meeting prior to the annual meeting. Nominated candidates shall submit brief statements of qualification to the EMBA Program office no later than 30 days prior to the Association's annual meeting. Candidate qualification statements shall be provided to Association members by the EMBA Program office prior to the Association's annual meeting. Election of officers may be held by ballot in the absence of a meeting if agreed to by the Association pursuant to Section 4.9.

Section 3.3
President/ Association Chair. The President/Association Chair shall, if present, preside at all meetings of the Board. The President/Association Chair shall have general supervision, direction and control of the affairs of the Association, and shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 3.4
Vice President/ Vice Chair. In the absence of the Association Chair, the Vice President/Vice Chair shall perform the duties of the President/Association Chair. The Vice President/Vice Chair shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 3.5
Secretary/ Bylaw Committee Chair. The Secretary/Bylaw Committee Chair shall keep, or cause to be kept, minutes of all meetings. The Secretary/Bylaw Committee Chair shall keep, or cause to be kept, a record of the Association's members. The Secretary/Bylaw Committee Chair shall give, or cause to be given, notice of all meetings required to be noticed to Association members. The Secretary/Bylaw Committee Chair shall supervise the Bylaw Committee, which committee shall be responsible for maintaining the Association's Bylaws. The Secretary/Bylaw Committee Chair, and the Bylaw Committee shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 3.6
Treasurer/ Financial Committee Chair. The Treasurer/Financial Committee Chair shall keep and maintain, or cause to be kept and maintained adequate and correct accounts and budgets of the Association. The Treasurer/Financial Committee Chair shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Association with banks/depositories as may be designated by the Association. The Treasurer/Financial Committee Chair shall disburse, or cause to be disbursed, funds of the Association as may be directed by the Association or any officer having authority over the general supervision, direction and control of the affairs of the Association. The Treasurer/Financial Committee Chair shall render accountings to the Association at regular and annual meetings, or as otherwise requested by the President/Association Chair. The Treasurer/Financial Committee Chair shall supervise the Financial Committee, which committee shall be responsible for maintaining the finances and financial records of the Association. The Treasurer/Financial Committee Chair, and the Financial Committee, shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 3.7
Association/ EMBA Executive Committee Liaison/ Project Planning & Development Committee Chair (the "Liaison/PP&D Committee Chair). The Liaison/PP&D Committee Chair shall act as liaison between the Association and the EMBA Executive Committee. The Liaison/PP&D Committee Chair shall supervise the Project Planning & Development Committee, which committee shall be responsible for developing outreach programs to the business community, and Association fund raising activities. The Liaison/PP&D Committee Chair, and the Project Planning & Development Committee, shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 3.8
Marketing Committee Chair. The Marketing Committee Chair shall supervise the Marketing Committee, which committee shall be responsible for maintaining the Association's web site, and Association public relations/marketing activities. The Marketing Committee Chair, and the Marketing Committee, shall exercise and perform such other powers and duties as, from time to time, may be assigned by the Association.

Section 4.1
Robert's Rules Of Order. All regular, annual and special meeting of the Association, and Association Committees, shall adhere to the procedures of Robert's Rules Of Order.

Section 4.2
Place of Meeting. All regular, annual and special meetings of the Association, and Association Committees, shall be held on the San Diego State University campus or at other locations in San Diego County, California.

Section 4.3
Annual Meetings. The Association shall hold an annual meeting for the purposes of organization, election, and the transaction of any other Association business. Annual meetings of the Association shall be held on such dates and at such times as may be fixed by the Association.

Section 4.4
Regular Meetings. Regular meetings of the Association shall occur at least once each quarter for the purpose of conducting any Association business other than the election of Officers.

Section 4.5
Special Meetings. Special meetings of the Association, and Association Committees, may be called at any time for any purpose by the Director of the EMBA Program, by the President/Association Chair (or the Vice President/Association Vice Chair is the absence of the President/Association Chair), or by a Committee Chair.

Section 4.6
Standing and Ad Hoc Committees. All committees will be established at the discretion of the Association.

Section 4.7
Notice. The Association and any Association Committees shall annually establish, by resolution, the time, date and location for the annual and regular meetings. The Association members shall be given written and/or electronic notification of every regular meeting, which notification shall specify the date, time, and location of the meetings. The notice of a special meeting shall be delivered to Association members at least one week prior to any meeting and shall state the date, time, and place of such meeting as well as the general nature of business to be transacted and no other business shall be transacted as such special meeting.

Section 4.8
Participation in Meeting by Telephone Conference. Association members may participate in a meeting of the Association or Association Committee through the use of telephone conference, web conference service, electronic video screen communication, or similar communication equipment, provided, that all members participating can hear one another.

Section 4.9
Quorum. For the purpose of conducting and transacting business at any Association or Association Committee meeting, the presence in person, or pursuant to Section 4.8, of 75% of Association members entitled to vote shall constitute a quorum for the transaction of business, and any action taken must be approved by a majority, (51%) of the Association members constituting the quorum.

Section 5.1
Annual Donation. Each Association member, or their companies, will be required to make an annual cash contribution to the Association in the amount of $500, payable upon invoicing. At the sole discretion of the Officers of the Association, "in kind" membership will be allowed to meet specific needs and purposes. In lieu of a member's annual $500 contribution, members may commit to providing services, and/or other benefits to the Association, which are deemed by the Officers of the Association to be equivalent in nature, and thus "in kind", to a $500 annual cash contribution. Up to, but not to exceed, 30% of the members of the Association may be "in kind" members.

Section 6.1
Power to Amend. New Bylaws may be adopted, or these Bylaws may be amended or repealed, by the vote or written consent of a majority of Association members at any annual, regular, or special meeting of the Association at which a quorum is present.