Ex Students Association of The

“Mr. Jay hartzell & mrs. Maurie mcinnis are both employed by the university of texas.”

“Summary of bylaws changes 1. Objective. The overall objective of the proposed modifications is to streamline and modernize the bylaws. 2. Board size and composition. The size of the board would remain the same: 25 members. The composition of the board would remain essentially the same except for (i) a slot would be added for one former or current chapter president (in lieu of chapter advisory board chair); (ii) the slot for the chair of longhorn village would be removed; and (iii) the slots for a member of the development board, men's athletic council representative, and representative of the international alumni would be removed; however, any of these individuals could be selected and serve as board members. 3. Board selection. The board would become a traditional self-perpetuating governing board that elects its own successors. The council would no longer approve board appointments. 4. Board terms. Board members would serve a three-year term and would have a two-term limit (exceptions to allow the president, president-elect and immediate past president to complete their officer terms). Board terms would be staggered so that one-third of the board members terms would expire each year. These new board-related provisions would not take effect until july 1, 2018, and all current directors would complete their original terms. 5. Board meetings. The number and structure of board meetings would continue "as is," except that proxy voting would no longer be permitted. 6. Council. The council would become an advisory group to the board and would maintain a "charter" approved by the board that would be separate from the bylaws. The council would no longer approve board members or officers. 7. Board committees. Executive committee. The proposed changes include more definition and clarity regarding the power of the executive committee to act on behalf of the board between board meetings. The executive committee (a) would also assume responsibility for the internal affairs committee (which would be eliminated) and (b) would also assume responsibility for review of the ceo performance. The chairs of the investment committee and scholarship committee would no longer automatically serve on this committee and instead two positions would simply be open for appointment by the president. Other committees. The other standing committees would remain "as is" except, as stated above, the internal affairs committee would be eliminated and, in addition, the chapter advisory board and past presidents forum would each convert from board committees to association operating committees. Each committee would have its own separate board-approved committee charter. 8. Officers. The officers positions would remain "as is" but there would be several title changes as follows: first, the "president" would become the "president and chair of the board" but would continue to be generally referred to as the "president; and, second, effective june 1, 2018, the title "immediate past president" will replace the title, "chairman." in each case, the duties of the office remain the same. 9. Legal matters. Industry standard conflict of interest and confidentiality provisions are added and a more comprehensive up-to-date indemnification section offering better protection for board members and officers is now included. Summary of changes to certificate of formation 1. Article v updated to read: the business affairs of the corporation shall be managed by a board of directors, which shall be composed of not less than three (3) persons. The members of the board of directors shall be appointed in accordance with the bylaws of the corporation. 2. Article vii updated to read: all former students of the university of texas, including its branches by whatever name known, and others to the extent described in the bylaws, shall be entitled to become members of the corporation without voting rights. 3. Article xi updated to read: the registered office of the corporation is 1999 bryan st”

“Any graduate or former student of the university of texas at austin ("the university"), any member of the faculty or staff, or any person who expresses a genuine interest in the welfare of the university may become a member of this association upon approval of application and payment of the dues as prescribed by the board of directors. Members in the association shall be classified as annual members and life members, and their associated rights and privileges shall be determined by the board of directors. Other membership classes can be established by the board of directors.”

“The council shall be composed of a broad and diverse cross-section of members who represent the interests and concerns of the association's various constituencies as they relate to the association's goals and activities. Council members shall stay informed of the association's and the university's issues and shall promote the association and its activities to their constituencies.”

“The form 990 is reviewed by the cfo and executive director before being presented to the audit committee for approval and the board of directors for review.”

“Any conflicts of interest are addressed at the beginning of each governing body meeting.”

“The association reviews and participates in annual association compensation and benefits surveys. The executive committee of the board of directors reviews the executive director's performance and determines compensation.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request. An annual report containing financial and other association information is distributed on an annual basis.”

“The process for selecting an independent accountant and oversight of the audit of the financial statements has not changed from the prior year.”