[Allalumni] Notice to the Alumni Association General Membership

Yerby, Karen alm_clrk at NMMI.edu
Wed Oct 3 13:51:52 MDT 2012

Notice to the Alumni Association General Membership

Per Article III, Section 4 of the Amended By-laws of the NMMI Alumni Association, Inc. (A Non-Profit Corporation) (the "February 2010 Bylaws"), the purpose of this letter is to announce the 2012 Annual General Membership meeting of the NMMI Alumni Association to be held on Friday, October 19, 2012 at 10:00 AM in Mabee Lecture Hall in the Toles Learning Center at New Mexico Military Institute ("NMMI"), and to notify the Association's members of events that have occurred since last Homecoming which have affected your Association.

At the 2011 Homecoming Board of Directors meeting, MG Jerry Grizzle, Superintendent of NMMI, approached the board requesting that we take measures, in conjunction with the NMMI Regents, Foundation, and Administration, to review and update our operational documents, specifically the Memorandum of Agreement with NMMI (the "MOA"), the Alliance Agreement with the Foundation, and our own Association's February 2010 By-laws, in a coordinated effort to make these documents consistent with regard to their purpose, terms and language. The purpose and intent of the Superintendent's request was to unify, strengthen and redouble the efforts needed for all entities of the NMMI Alliance to coordinate, communicate, and work in unison to successfully engage in a single capital campaign to accomplish the NMMI Strategic Plan 2010-2020.  This ongoing progressive venture will demand a capital outlay of over $100M to have all of the construction and maintenance projects funded and in motion by 2020.  The successes of such a crucial Annual Fund Drive and the Capital Campaign are critical to the outcome of this Strategic Plan.  In furtherance of the above objectives, the Superintendent requested the Association consider including on its Board of Directors one NMMI Regent and one Foundation Trustee as voting members, instead of the then structure which included two Foundation Trustees as non-voting members of the Alumni Board.
On January 31, 2012, NMMI delivered to the Association a notice of termination of the existing MOA (dated 1993) between the Association and NMMI as a formality to facilitate the adoption of a newly revised MOA to be agreed upon between the parties by March 30, 2012.  All modifications to the MOA were made in consultation with NMMI to bring the governing documents into compliance with the laws of New Mexico, to satisfy various concerns of NMMI, and to clarify the Association's intent to work with NMMI in support of its goals and strategic plan.  The revised MOA was successfully completed and adopted by the Association during a special meeting held on March 20, 2012. It was signed by all parties on March 30, 2012.  (That current MOA can be viewed at the NMMI website.)

Two of the most relevant affirmative covenants in the revised MOA are as follows:

1.      NMMI and the Association each desire to enter into this Agreement, to be in compliance with NM Statute 6-5A-1, and to more clearly define their working relationship and undertakings with respect to each other; and


2.   NMMI recognizes that the Association is a separate corporate entity.

In addition to revising the MOA, your Board of Directors has worked diligently to update the Alliance Agreement with the NMMI Foundation, as well as to amend the Association's By-laws.

The Association's Board of Directors met in a special session in mid-January 2012 regarding the By-laws. During this special session, your Board confirmed the Association's intent and updated the mission and purpose statement in the Association's Bylaws to state the following:


The objects and purposes for which the NMMI Alumni Association, Inc. (Association) exists are to support and promote the interest and welfare of New Mexico Military Institute (NMMI). In connection with the foregoing, the Association shall provide direct support to NMMI whenever possible; afford a permanent means of contact between NMMI and its Alumni; create, establish and maintain scholarships for NMMI Cadets; and conduct any and all operations which may be deemed advisable, necessary or desirable in the interest of promoting loyalty to NMMI, its Cadets, Faculty and Alumni.


The objects and purposes for which the Association is formed are as follows:

>To promote the interest and welfare of NMMI
>To be the gateway that fosters lifelong connections between its Alumni and NMMI
>To promote the distinctive values (duty, honor, achievement) of NMMI
>To provide avenues for Alumni to interact with each other and with NMMI                                                                                                                     >To help establish and maintain scholarships, in conjunction with the New Mexico Military Institute Foundation, for deserving Cadets to attend NMMI
>To operate in a manner that is connected with and is responsive to the positive needs of NMMI

Additionally, as a result of the Superintendent's request that the Board consider including one NMMI Regent and Foundation Trustee as voting members of the Association's

Board of Directors, work began toward amending the Board's structure and organization.
The Board sought legal counsel regarding this issue and will continue to do so regarding all changes to the Association's By-laws.  Much study, hard work and coordination went into this successful venture, with the positive results reported herein.
Additional changes and modifications to the By-laws were also adopted on March 20, 2012, which are summarized as follows:
1.         The number of voting board members will be reduced from thirteen (13) to eleven (11) as of October 19, 2012.  There will be nine elected alumni (three year terms) from the general membership, composed of five (5) in-state and four (4) out-of-state directors.  One board member will be appointed by the board to be treasurer.  One NMMI Regent and one NMMI Foundation Trustee will be elected to the board on October 19, 2012 as  voting members.  The First Class Representative is now a non-voting member of the alumni board.
(Note:  One agenda item to be reconsidered during the winter 2013 meeting of the Board of Directors will be a further reduction of voting members from eleven (11) to nine (9), seven directors elected from the general membership, one voting member from the Board of Regents and one voting member from The Foundation Board of Trustees.)
2.         Qualifications to run for an Alumni Board of Directors seat are as follows (to be submitted to and/or verified by the Alumni Office by June 30 of each election year):
i.        Letter of intent to run;

ii.      Resumé;

iii.    Biography;

iv.    Digital color photo;

v.      A completed application which will include two recommendations or references from current active alumni.  If any questions regarding criminal background arise (i.e., if the applicant has ever been arrested, charged or

vi.    convicted of a misdemeanor or felony) an explanation must be submitted and the applicant could be subjected to a background security check at their own expense.

vii.  A record of some type of involvement in the Alumni Association (i.e., local chapter activities, recruiting, Trail Ride, etc.).

viii.A minimum of three continuous years as a donor/member of the Association. Life members must have completed Life Membership pledge payments three years prior to application.
3.         Term Limits.  No Association Board member, either elected or appointed may serve more than six consecutive years on the Board.  No Association Board member may serve as President for more than two consecutive terms.  No first year Board member may serve as President.

4.         Other Specifications.  All Association Board Members (voting and non-voting) must be alumni.  Only the members of the NMMI Alumni Association Board of Directors who have been elected to the board for a three-year term will be eligible to serve as president. (First year Alumni Board members, Foundation Trustee, Regent and non-voting members are not eligible.)

During the January 2012 meeting a Code of Conduct form was introduced, discussed and approved for implementation and incorporation to the Policy & Procedures Manual (P&PM).  That implementation was accomplished and the revision of that manual was approved during the May 11 board meeting.  Each Alumni Board member is required to sign this document, the wording of which is in line with the Oath of Office each director takes upon joining the Board.

A copy of the Amended By-laws of the NMMI Alumni Association, Inc. (a Non-Profit Corporation) dated March 16, 2012 and adopted by the Board on March 20, 2012 are available for viewing at the Alumni Association website (www.nmmialumni.org<http://www.nmmialumni.org/>).

In conjunction with the adoption of the revised MOA, many of the above changes to the By-laws were completed and adopted by the Board at the Special Meeting held on March 20, 2012. The revised Alliance Agreement (4th Amended, which can also be viewed on the NMMI Alumni Association website) was approved during a Regular Meeting held on August 3, 2012.  Additionally, more minor changes to the By-laws have been discussed since that time.  These ongoing discussions include board management, application, vetting toward candidacy in the election process, and geographic boundaries and limits considerations.  These modifications are currently being coordinated between committee and board actions and    will be finalized and voted on at the upcoming Regular Meeting of the Board on October 18, 2012. Ratification of the Board's action to adopt the revised MOA and the Association's amended By-laws is proposed for consideration at the Regular Meeting of the Board on October 18, 2012 as well.

You can be assured that the Board carefully considered the effect of these described changes on the Association's Restated Articles of Incorporation dated November 15, 1993 (the "Articles of Incorporation").  As written in the current revision of the MOA, NMMI recognizes that the Association is a separate corporate entity, that recital being of primary importance and interest to the Association.  At this time, we see no need to amend the Articles of Incorporation.

The periodic update of all internal governance documents is necessary to insure that your Association continually remains in consonance and unity with the efforts of all NMMI

agencies and entities, as well as compliant with the laws of New Mexico. The focus of
the operational documents now reflects a more cooperative working relationship between the Association and NMMI.  Your Alumni Association Board of Directors will continue to work cooperatively with the Foundation, the Regents, the Administration and the Alumni Association (i.e. the NMMI Team). We will keep you posted on the progress and further developments as they occur.

As a closing informational item, if you haven't heard by now we are proud to announce that James D. (Jim) Lowe 1965 HSG/1967 JCG was selected as the new Executive Director (formerly known as the Executive Secretary) of your NMMI Alumni Association on August 4.  Jim was selected from a field of over a dozen fine candidates after a thorough search, screen and selection process to replace Mr. David Romero 1973 HSG/1975 JCX who elected not to renew his contract.
Mr. Lowe has a proven life record of leadership and organizational successes with both U.S. national and global experience in many varied areas ranging from military service to business development and marketing with technological, energy services, international consulting and agriculture.  We are all pleased to have an individual with Jim's expertise, experiences, quality and caliber at the Executive Director helm to manage and guide Our Association during these exciting and challenging years of the future of NMMI.
Jim and Joy Lowe relocated from their residence in Jacksonville Beach, FL.  We welcome them to The Old Post as members of the NMMI Family Team and look forward to working with them in the future development and progress of the NMMI Alumni Association.  Welcome Back Home, Jim!

Your Board of Directors has exerted much hard work, diligence and extraordinary effort to accomplish these objectives.  The items discussed above have been the subject of previous communications contained in the monthly e-newsletters during the course of the year, but your Board of Directors are attempting to recapitulate all the significant matters regarding the By-Laws and the relationship of the Association with NMMI which the Board has addressed this past year.

Additionally, the Alumni Board has used legal counsel on all of these issues and the Board's actions are within their authority as set forth in the Articles of Incorporation and have been guided by legal counsel's review and input.  This project has been a major step toward making the Association, the Foundation, the Regents and the Administration a closer and more unified Team to serve NMMI.  We will continue to work closely with all entities of NMMI to address and successfully accomplish the challenges and demanding tasks faced in these current important and critical times for institutions of higher education.

(Approved for release - 3 October 2012 by A. D. Brownfield III, President, NMMI Alumni Association Board of Directors)


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