The Baylor "B" Association will strive to:

Create and sustain an environment in which the relationships among all letter winners, their families, and the university will be enhanced; recognize the contributions of letter winners and to express appreciation for their efforts; promote and support the participants and coaches of all university athletic programs; cooperate fully with other university support organizations to bolster and sustain an exemplary academic-athletic program; and to ultimately maintain the spirit, tradition, honor, and distinction associated with the "B" Association and Baylor University.

ARTICLE II - MEMBERSHIP

SECTION ONE: ELIGIBILITY

All persons who have been awarded letters in athletics by the Athletic Department of Baylor University shall be eligible for active membership.

SECTION TWO: TYPES OF MEMBERSHIP

(a) Regular Members: Any eligible individual may achieve active status upon payment of the membership dues as determined from time to time by the Board of Directors.

(b) Honorary Members: The Board of Directors may designate individuals as Honorary Members of the Association based upon criteria approved by the Board of Directors (Appendix I). Honorary Members may attend annual and special meetings of the membership. Honorary Members shall not serve as directors or officers of the Association. Honorary Members shall not have the power to vote on any matters requiring a vote of the members. Honorary Members shall not be required to pay dues. Should an Honorary Member die, his/her spouse can continue to retain Honorary Membership during their lifetime.

(c) Emeritus Members: The Board of Directors may designate as Emeritus Members those individuals who have rendered distinguished service to the Association during their tenure of regular membership. Emeritus Members may serve as advisors to the Board of Directors when requested to do so, but shall not serve as officers or directors of the Association. Emeritus Members shall not have the power to vote on any matters requiring a vote of the members of the Board of Directors. Emeritus Members shall not be required to pay dues.

ARTICLE III - OFFICERS

SECTION ONE: NUMBER

The officers of the Association shall be a President, President-Elect, Vice President, Treasurer, Executive Director, Assistant Director and other such officers as the Members may from time to time elect. All officers, except the Executive Director and Assistant Director, shall be voting members of the Association.

SECTION TWO: ELECTION AND TERM

At the annual meeting of the membership, the Members shall elect the officers who shall serve for a term of one (1) year or until their successors are elected and qualified. The term shall be set for the calendar year.

SECTION THREE: VACANCIES OR REMOVAL

All vacancies in any of the offices set forth in Section One of this Article II shall be filled by a majority vote of the Directors for the remainder of the term. An officer may be removed for cause by a two-thirds (2/3) majority vote of the Board of Directors provided the notice of said meeting gives notice of the proposed removal vote.

SECTION FOUR: NOMINATION

The President shall appoint four (4) individuals from the general membership to serve on the Nominating Committee along with the President, President-Elect and Immediate Past-President. The President will serve as the chairman of the committee and will vote only to break a tie vote. The Nominating committee will meet at least one month prior to the annual membership meeting and will submit a slate of officers and directors to the membership. Any other regular member may be nominated from the floor at the meeting where officers and directors are to be elected.

SECTION FIVE: PRESIDENT

The President shall preside at all meetings of the Members, the Board of Directors and the Executive Committee. The President shall vote at meetings of the Board of Directors and Executive Committee only when said vote is necessary to break a tie. In general, he or she shall perform all duties incident to the office of President and other such duties as may be prescribed by the Board of Directors from time to time.

SECTION SIX: VICE-PRESIDENT

In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of, and be subject to, all of the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

SECTION SEVEN: PRESIDENT-ELECT

The President-Elect shall assume the office of president when the President completes his or her term. The President-Elect shall perform such duties as from time to time may be assigned to him or her by the President or the Board of Directors.

SECTION EIGHT: TREASURER

The Treasurer shall keep, or cause to be kept, complete and accurate financial records and shall furnish to the Members at each annual meeting a statement showing the financial condition of the Association. The Treasurer shall serve as chairman of the Budget and Finance Committee.

SECTION NINE: EXECUTIVE DIRECTOR

The Board of Directors shall have the power to appoint any person (member or non-member) to act as an Executive Director. The Executive Director shall report to the Board of Directors and shall manage the day-to-day operations of the Association and shall supervise and administer the Association's personnel. The Executive Director shall not be a voting member of the Board of Directors or any of its Committees. Following an annual performance review, the Compensation Committee shall determine the Executive Director's compensation and benefits.

SECTION TEN: ASSISTANT DIRECTOR

The Board of Directors shall have the power to appoint any member to serve as Assistant Director. The Assistant Director shall report to the Executive Director. The Assistant Director shall perform such duties assigned to him or her by the Executive Director or the Board of Directors. The Assistant Director shall not be a voting member of the Board of Directors or any of its Committees. The Assistant Director shall, at the discretion of the Board of Directors, assume the duties of the Executive Director when that position is vacant. Following an annual performance review, the Compensation Committee shall determine the Assistant Director's compensation and benefits.

SECTION ONE: COMPOSITION

The Board of Directors shall consist of the elected officers (President, President-Elect, Vice-President, Treasurer) Immediate Past-President and fifteen (15) additional qualified members.

SECTION TWO: ELECTION AND TERM

At each annual meeting, the Members shall elect five (5) Directors to serve for a term of three (3) years.

SECTION THREE: POWERS

The Board of Directors shall oversee all business and affairs of the Association to include the setting and collection of dues. The Board of Directors shall determine all Association policy. The Board of Directors shall have control over the disbursement of all funds collected by the "B" Association. All funds shall be used and disbursed only for the designated expenses of the Association.

SECTION FOUR: NOMINATION

Nomination to the position of Director shall occur as outlined in Article III, Section Four. However, it is a declared intention of the Association that, whenever possible, the composition of the Board of Directors shall be representative of the Association membership as set forth in the Association's nominating criteria (Appendix II).

SECTION FIVE: MEETINGS

• (a) Regular Meetings - Regular Meetings of the Board of Directors shall be held at the Association office from time to time as determined by the Board of Directors.
• (b) Special Meetings - Special Meetings may be called by the President or by the written request of any five (5) Directors.
• (c) Notice - Notice of Regular Meetings shall be given at least twenty-eight (28) days previously thereto by written notice either mailed, sent by facsimile or e-mailed to each Director at his or her last known address, facsimile number, or e-mail address, or by personal delivery of written notice. Notice of Special Meetings shall be given by identical means only three (3) days previously thereto in urgent situations.
• (d) Quorum - Except as otherwise provided, ten (10) of the Directors shall constitute a quorum for the transaction of business.
• (e) Voting - The affirmative vote of a majority of the Directors present at a meeting at which a quorum is established shall be the act of the Board of Directors.
• (f) Vacancies - The Board of Directors may fill any vacancy in the Board by the affirmative vote of the majority of Directors.
• (g) Resignation and Removal - A Director may resign at any time by filing his or her written resignation with the President of the Association. Any Director may be removed, for cause, at a meeting of the Board of Directors, called for that purpose, by a two-thirds (2/3) majority vote of the Directors present in which a quorum has been established.
• (h) Meetings - Meetings of the Board of Directors may be conducted by means of a telephone conference or video conference.

SECTION SIX: COMMITTEES

The Board of Directors may designate one or more committees, including, but not limited to, an Executive Committee. Any committee so created shall make reports to the Board of Directors of its activities as requested by the Board.

SECTION SEVEN: EXECUTIVE COMMITTEE

• (a) Composition - The President, President-Elect, Vice-President, Treasurer and Immediate Past-President shall serve on the Executive Committee.
• (b) Powers - The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Association, except action in respect to election of Officers or the filling of vacancies in the Board of Directors or committees.
• (c) Meetings and Quorum - The Executive Committee shall hold its meetings at the call of the President. A majority of the Executive Committee shall constitute a quorum and all votes of the Executive Committee shall be decided by a majority vote of those who serve on the Executive Committee.
• (d) Conflict - Whenever a conflict shall exist between a vote of the Executive Committee and the Board of Directors, the vote of the Board of Directors shall control.

SECTION EIGHT: COMPENSATION COMMITTEE

(a) Composition - The President, President-Elect and Immediate Past-President shall serve on the Compensation Committee.

(b) Duty - The compensation Committee shall determine the benefits and compensation of all Association employees. The Director of Athletics shall be consulted if an employee receives any compensation from the Baylor Department of Athletics.

SECTION NINE: STUDENT REPRESENTATION

There shall be four (4) student athletes from different sports appointed as ex-officio members of the Board of Directors. These students shall be recommended by the Student Athletic Council and shall consist of two female athletes (one senior and one junior) and two male athletes (one senior and one junior).

ARTICLE V - MEMBERSHIP MEETINGS

SECTION ONE: ANNUAL MEETING.

There shall be an annual meeting of the Members of the Baylor "B" Association, the date, time and place to be set by the Board of Directors. Written notice stating the date, time and place of the Annual Meeting shall be either mailed, sent by facsimile or e-mailed to each Member at his or her last known address, facsimile number or e-mail address not less than twenty-eight (28) days prior to the date of the meeting.

SECTION TWO: SPECIAL MEETINGS

Special Meetings of the Members, for any purpose or purposes, may be called by the President or the Board of Directors. Upon receipt of a call for a special meeting, the Executive Director shall within fifteen (15) days of receipt of said call arrange for a Special Meeting of the Members of the "B" Association. Written notice stating the date, time and place and the purpose of the Special Meeting shall be either mailed, sent by facsimile or e-mailed to each Member at his or her last known address, facsimile number or e-mail address not less than twenty-eight (28) days prior to the date of such meeting.

SECTION THREE: RULES OF ORDER

All meetings of the Members shall be conducted in accordance with Robert's Rules of Order.

SECTION FOUR: QUORUM AND VOTING RIGHTS

At all meetings of the Association fifteen (15) active members shall constitute a quorum. All matters, unless otherwise specified, shall be decided by a majority vote of those active members present with each active member being allowed one vote. No proxies shall be allowed.

SECTION ONE: VOTE AND METHOD

Amendments to this constitution shall be made by an affirmative two-thirds vote of the membership present at the Annual Meeting of the Baylor "B" Association. The notice of such a meeting shall contain a statement outlining the substance of the proposed amendment.

APPENDIX I

SELECTION CRITERIA FOR HONORARY MEMBERS BAYLOR "B" ASSOCIATION

A sponsoring regular member in good standing shall make a formal nomination in writing outlining the qualifications of the nominee and the reasons justifying the nomination. The letter shall enclose a biographical sketch. Nominations may be made throughout the year and will be sent to the President or Executive Director.

The nomination shall be endorsed in writing by at least two other "B" Association regular members in good standing. Any nomination failing to comply with this requirement will not be considered. Nominations may be submitted for deceased individuals.

The Screening Committee shall consist of the Executive Committee and two additional members appointed by the President. The President shall serve as chairman.

Recommendations of the Screening Committee shall be based on:

• The good moral character of the nominee
• Meritorious service or significant financial contributions to the "B" Association, Athletic Department or the University.
• An administrative oversight provision that addresses inadequate documentation of an athlete's actual participation.

The Screening Committee shall recommend no more than two (2) living nominees and no more than one (1) deceased nominee in one year. All nominees for Honorary Membership must be approved by the Members of the Board at a regular meeting of the Board of Directors. When the nominee is selected to receive an Honorary Membership, the individual shall be notified by the President or Executive Director and shall be invited to all future yearly general meetings. The President at an appropriate meeting shall present a certificate indicating Honorary Membership to the honoree.

APPENDIX II

NOMINATING CRITERIA FOR OFFICERS AND DIRECTORS

• Member in Good Standing
• Sport
• Diversity
• Class (Age)
• Gender
• Geographical Location