The Alumnae Association Board of Directors proposes changing the bylaws to reflect recent changes in the organization's structure and function and for clarification. The proposed bylaws, which appear below, will be voted on at the May 17, 2014 annual meeting during Reunion.
» Article I: Introduction
Introduction
Section 1. Name. The name of this corporation shall be the Alumnae Association of Mount Holyoke College (hereinafter referred to as the Association).
Section 2. Purpose. As an independent organization, the Association contributes to the long-term success of Mount Holyoke College (hereinafter referred to as the College) by cultivating, strengthening, and enhancing the connections of alumnae with each other and with the College.
Section 3. Guiding Principles. In accomplishing its mission and goals, the Association will continue to pursue the highest standards of excellence in all facets of its management and work; will commit the necessary resources to carry out its strategic objectives; and will continue to be guided by the principles of inclusiveness, flexibility, and financial prudence.
Section 4. Corporate Seal. The corporate seal shall be a disc bearing the name of the corporation and the years of the founding and incorporation of the Association.
Section 5. Official Publication. The official publication of the Association shall be the Mount Holyoke Alumnae Quarterly (hereinafter referred to as the Quarterly).
» Article II: Membership
Membership
Section 1. Composition. The Membership of the Association shall be composed of Voting Members and Honorary Members.
1. Voting Members. Voting Members shall be all former students who have completed a certificate program or who have completed two transcripted semesters in a degree program, and any other former student who, after making written application to the Association, is accepted as a Voting Member by the Board of Directors (hereinafter referred to as the Board) of the Association according to such process as may from time to time be established by the Board.
2. Honorary Members. Honorary Alumni/ae are also Members. They shall be those persons who have been elected Honorary Alumni/ae by the Board.
Section 2. Rights and Privileges.
1. Voting Members. Voting Members shall have all rights and privileges of membership, which shall include, but not be limited to, the right to vote, hold office, and serve on committees.
2. Honorary Members. Honorary Members shall have all the rights and privileges of Voting Members except the right to vote, hold office, and serve on committees.
Section 3. Meetings of the Membership.
1. Annual Meeting.
a. Location and Time. The Annual Meeting of the Membership shall be held at the College at the time designated by the Board.
b. Notice. Notice of the Annual Meeting shall be given in writing by sending notice to each member at her last known address, which may be an electronic address, at least thirty (30) calendar days prior to the date of the Annual Meeting. Publication of the notice of the Annual Meeting in the Quarterly shall constitute the required notice provided that the Quarterly is mailed and/or transmitted electronically to the Membership at least thirty (30) calendar days prior to the Annual Meeting. The Association shall not be required to send notice to or maintain other contact with members for whom it has no current electronic address.
2. Special Meetings.
a. Convening. Special meetings of the Membership may be called by the Board and shall be called by the clerk within sixty (60) calendar days of actual receipt of the written request of sixty (60) contactable Members, unless those requesting the special meeting agree to a later call. b. Notice. Notice of special meetings of the Membership shall be given in writing by sending notice to each member at her last known address, which may be an electronic address, at least thirty (30) calendar days prior to the date of the special meeting. Notice of the special meeting shall state the business to be conducted during the special meeting and the time and place of such meeting. Notice of the special meeting may be published in the Quarterly, provided that the Quarterly is mailed and/or transmitted electronically to the Membership at least thirty (30) calendar days prior to the special meeting. No business other than that included in the notice shall be discussed or transacted at a special meeting. The Association shall not be required to send notice to or maintain other contact with members for whom it has no current electronic address.
3. Quorum.
In person meeting. Six hundred (600) Voting Members in person shall constitute a quorum at a meeting of the Membership. No proxies shall be permitted. A majority of the quorum is sufficient to take action, except in those instances in which these Bylaws require otherwise.
» Article III: Officers
Officers
Section 1. Designation. The officers shall be a president, vice president, clerk, and treasurer.
Section 2. Selection. The officers shall be elected during the Annual Meeting to serve for terms of three (3) years or until their successors are elected.
1. Rotation. The president shall be elected in one year, the vice president shall be elected in the following year, and the clerk and treasurer shall be elected in the third year.
2. Eligibility.
a. Only Voting Members shall be eligible to serve as officers.
b. No member shall be eligible to serve consecutive terms in the same office, except when a member is appointed to fill an officer's unexpired term, in which case such member shall be eligible for election to the same office for a full term. In preparing the slate for any officer position, the Nominating Committee may, from time to time, recommend to the Board an exception to the above-stated limit on a member's length of service in an officer position. In no instance shall a recommended exception result in the officer, whether elected or appointed, serving more than six (6) consecutive years in the same officer position.
Section 3. Duties.
1. President. The president shall be the chief executive officer of the Association; shall, subject to the control of the Board, supervise the affairs of the Association; shall serve on the Board of Trustees of the College, as provided in the Bylaws of the Board of Trustees of Mount Holyoke College; shall designate a mentor for the newly elected alumnae trustee; and shall perform such other duties as may be designated by the Board. The president shall serve as an ex officio member with a vote on all standing and special committees except the Nominating Committee; the president shall not serve on the Nominating Committee. The incoming president shall be nominated and approved by the Board in a timely manner so that she can participate in Board activities and attend Board meetings prior to her formal term.
2. Vice President. The vice president shall, subject to the control of the Board, identify and pursue opportunities to promote and maintain alumnae engagement with the Association and the College; shall mentor or designate a mentor for the young alumnae director(s) elected to serve on the Board; shall coordinate all ongoing alumnae engagement activities; shall assume the duties of president in the absence of the president; shall fill the office of president for the unexpired term in the event of a vacancy in that office; and shall perform such other duties as may be designated by the president or the Board including management of Bylaws review process.
3. Treasurer. The treasurer shall be the officer of the Association responsible for carrying out financial policy; shall be responsible for all funds of the Association; shall chair the Finance Committee; and shall perform such other duties as may be designated by the president or the Board.
4. Clerk. The clerk shall be the recording officer of the Association; shall keep the minutes of all meetings of the Membership, the Board, and the Executive Committee; shall maintain a current copy of the Bylaws of the Association; and shall perform such other duties as may be designated by the president or the Board.
Section 4. Resignation and Removal.
1. Resignation. The president may resign by written notice to the Board. Any other officer may resign by written notice to the president.
2. Removal. Any officer may be removed from office by a two‑thirds (2/3) vote of all the directors of the Board, provided that the officer shall have an opportunity to be heard at the meeting of the Board at which the motion on removal is made.
Section 5. Vacancies. A vacancy in any officer position, except the office of president, may be filled by the Executive Committee, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term. In the event of a vacancy in the office of president, the vice president shall serve for the remainder of the unexpired term.
» Article IV: Board of Directors
Board of Directors
Section 1. Powers. The property and affairs of the Association are the responsibility of the Board, which shall have and may exercise all the powers of the Association, except as otherwise provided by law, by the Charter, or by these Bylaws.
Section 2. Membership.
1. Composition. The Board shall consist of:
a. Directors Elected by the Membership –Eleven (11) to thirteen (13) elected directors, including:
~ the officers of the Association;
~ the chairs of the Volunteer Stewardship, Classes and Reunion, Clubs, Communications, and Nominating Committees;
~ the alumnae trustee (during one year of her term as a trustee on the Board of Trustees of the College);
~ the newly elected alumnae trustee if requested by the Association president to serve during the period between the date of the alumnae trustee's election by the Membership and the date when her service on the Board of Trustees commences; and
~ one (1) to two (2) young alumnae (within ten years of graduation).
If serving on the Board prior to the date when her service on the Board of Trustees commences, the newly elected alumnae trustee shall serve as a non-voting member of the Board. As close as possible to one‑third (1/3) of the elected directors shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected. No director shall be eligible to serve more than three (3) consecutive years as an elected director in the same elected director position.
b. Directors Appointed by the President. Not fewer than two (2) nor more than three (3) directors-at-large may be appointed by the president to serve for a purpose and a term determined by the president, and in no event shall the term of an appointed director run beyond the term of the president appointing her
c. Incoming President. If requested by the president, the incoming president will attend Board meetings and Board activities as a non-voting participant prior to her election.
d. Executive Director. The executive director shall serve as a nonvoting ex officio member of the Board.
2. Eligibility.
a. Only Voting Members shall be eligible to serve as an elected or appointed director or chair of a standing committee.
b. In preparing the slate for any elected director position and for any appointed director, the Nominating Committee may, from time to time, recommend to the Board an exception to the above-stated limit on a director's length of service in a director position. In no instance shall a recommended exception result in the director, whether elected or appointed, serving more than six (6) consecutive years in the same director position.
3. Vacancies. A vacancy in any elected director position, except the position of president or the position of chair of the Nominating Committee, may be filled by the president, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term. See Article VII, Section 1 (6) if there is a vacancy in the position of chair of Nominating Committee.
Section 3. Meetings.
1. Regular Meetings. There shall be at least two (2) regular meetings of the Board each year.
a. Convening. The president shall determine the time and location of the regular meetings. Virtual meetings may be held in addition to the regular face-to-face meetings.
b. Notice. Notice of regular meetings shall be given in writing by the president at least thirty (30) calendar days prior to the date of the meeting. The Association shall not be required to send notice to or maintain other contact with Board members for whom it has no current electronic address.
2. Special Meetings. Special meetings of the Board may be called by the president and shall be called by the clerk at the written request of at least three (3) directors.
a. Notice. Notice of special meetings of the Board shall be given at least seven (7) calendar days prior to the date of the meeting.
b. Agenda. No business other than that included in the notice of the special meeting shall be discussed or transacted at the special meeting.
c. Method. Special meetings may be held virtually.
3. Attendees. The president, the Executive Committee, or the Board may invite to a meeting of the Board any person whose presence may be helpful in carrying out the business of the meeting.
4. Chair. The president shall chair any meeting of the Board. In the absence of the president, the vice president shall chair any meeting of the Board; if the vice president also will be absent, the president shall designate a director to chair the meeting.
5. Quorum. A majority of directors, not including ex officio members, shall constitute a quorum at any meeting of the Board. A two-thirds majority of the whole Board is required to take action at any regular meeting of the Board unless specified otherwise in these bylaws.
Section 4. Action Without a Meeting. Any action that may be taken at any meeting of the Board may be taken without a meeting provided that directors shall submit their votes in writing or electronically, and provided that the record of such action and the result of such vote shall be filed with the minutes of the meetings of the Board. Such written vote must be unanimous in order to prevail and shall be treated for all purposes as a vote at a meeting.
Section 5. Resignation and Removal.
1. Resignation. A director or a chair of a standing committee may resign by written notice to the president. If a director fails actively to participate in a consistent manner in the work of the Board, or if a chair of a standing committee fails actively to participate in a consistent manner in the work of the committee without sending an adequate reason for her absence, it shall be considered that she has resigned. Inconsistent participation includes, but shall not be limited to, failure to participate in two consecutive meetings, conference calls, or multiple electronic mail exchanges requesting responses.
2. Removal. A director or a chair of a standing committee may be removed from office by a two‑thirds (2/3) vote of all the members of the Board, provided that the director or chair shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.
» Article V: Executive Committee
Executive Committee
Section 1. Responsibilities. The Executive Committee shall exercise the powers of the Board between meetings of the Board on all matters requiring immediate action and not otherwise delegated herein and shall carry out such other responsibilities as may be designated by the Board, including the responsibility to form one or more committees to address personnel or other issues that may arise.
Section 2. Composition. The Executive Committee shall be composed of the president, vice president, treasurer, clerk, and at least one (1) but not more than three (3) additional members of the Board. The president shall appoint the additional members for an annual term, subject to being re-appointed, and shall report the appointments to the Board. A member of the Executive Committee shall not serve on the Executive Committee beyond the conclusion of her term of service on the Board. The executive director shall be a nonvoting ex officio member of the Executive Committee.
Section 3. Meetings. Meetings of the Executive Committee may be called by the president or the executive director between meetings of the Board and shall be called by the president or the executive director at the written request of at least two (2) members of the Executive Committee.
1. Meetings of the Executive Committee shall be held at such time, in such place, and by such method as shall be determined by the president.
2. Notice of meetings shall be sent by the president or the executive director by telephone, mail, or electronic communication.
3. All actions taken by the Executive Committee shall be reported promptly to the Board.
Section 4. Quorum. A quorum at any meeting of the Executive Committee shall consist of a majority of the committee. The affirmative vote of a majority of the whole committee shall be necessary to take action.
Section 5. Action Without a Meeting. Any action that may be taken at any meeting of the Executive Committee may be taken without a meeting provided that all members of the Executive Committee shall submit their votes in writing or electronically, and provided that the record of such action and the result of such vote shall be filed with the minutes of the meetings of the Executive Committee. Such written vote must be unanimous in order to prevail and shall be treated for all purposes as a vote at a meeting.
» Article VI: Standing and Special Committees
Standing and Special Committees
Section 1. Standing Committees. There shall be the following standing committees of the Board: Volunteer Stewardship Committee, External Achievement Awards Committee, Internal Achievement Awards Committee, Alumnae Trustee Nomination and Awards Committee, Classes and Reunion Committee, Clubs Committee, Communications Committee, Alumnae Quarterly Committee, and Finance Committee. The Nominating Committee also shall be a standing committee of the Board, with responsibilities and composition and other provisions as stated in Article VII. The Board may establish such additional standing committees as the Board considers necessary or desirable, with such responsibilities and composition as is deemed appropriate, after consultation with the president.
Section 2. Committee Procedures and Processes. Each committee shall develop documentation of the procedures and processes by which it operates. The documentation must be consistent with these Bylaws and be reviewed by the Board annually. Any substantive change needs to be approved by the Board prior to implementation. If the committee has nomination responsibilities, the documentation shall include descriptions of how nominations are requested, how the Board and other constituencies are consulted, what criteria will be used and timing of decisions and notifications. If there is a need for an executive session of a committee, then the president or her designee must be notified and included.
Section 3. Reporting. Each standing committee and special committee shall report to the Board on its activities at least annually in a manner and at a date set by the Board and shall submit such other oral or written reports during the course of each year as the Board may from time to time require.
Section 4. Committee Membership.
1. Elected Members. Except as otherwise provided in these Bylaws, the specific number of elected members of each standing and special committee shall be agreed upon by the Board in consultation with the president and based on the needs of the Association. As close as possible to one‑third (1/3) of the elected members, including the chair, of standing committees shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected.
2. Appointed Members. Additional committee members may be appointed by the president based on the needs of the Association, after consultation with the chair of the Nominating Committee.
3. Eligibility.
a. Only Voting Members shall be eligible to serve as elected or appointed members of standing committees.
b. No member shall be eligible to serve consecutive terms as an elected member of the same standing committee, whether as chair or as other member; except that a Voting Member who has completed all or part of one (1) term as an elected or an appointed member, other than chair, of a standing committee shall be eligible to serve immediately thereafter as chair of the same standing committee.
c. No member shall be eligible to serve more than three (3) consecutive years as an appointed member in the same member position of a standing committee.
d. In preparing the slate for the position of committee chair or a member of a standing committee, the Nominating Committee may, from time to time, recommend to the Board an exception to the above-stated limit on the member's length of service in the position. In no instance shall a recommended exception result in a committee chair or a committee member, whether elected or appointed, serving more than six (6) consecutive years on a committee, either as chair, as a member, or any combination of chair and member.
4. Ex Officio Members. The president or her designee shall serve as an ex officio member with a vote of all standing and special committees except the Nominating Committee. The executive director and/or designee shall serve as a nonvoting ex officio member of all standing and special committees except the Nominating Committee. For Nominating, only the Executive Director shall serve as a nonvoting ex officio member and shall participate in committee meetings.
5. Resignation. A member of a standing committee may resign by written notice to the chair of the committee. If a committee member fails actively to participate in a consistent manner in the work of the committee without sending an adequate reason for her absence, it shall be considered that she has resigned. Inconsistent participation includes, but shall not be limited to, failure to participate in two consecutive meetings, conference calls, or multiple electronic mail exchanges requesting responses.
6. Removal. A chair who does not serve on the Board or a member of a standing committee may be removed from office, for cause, by a two‑thirds (2/3) vote of all the members of the Board, provided that the chair or member shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.
7. Vacancies. A vacancy in an elected member position, including the chair, of a standing committee other than the Nominating Committee may be filled by the president, after consultation with the chair of the Nominating Committee, for the remainder of the unexpired term.
Section 5. Meetings.
1. Notice. Notice of meetings shall be given at least three (3) calendar days prior to the date of the meeting by facsimile, electronic mail, or telephone.
2. Committee Action. Each committee shall discuss and select at least annually whether to operate under Robert's Rules of Order or to decide matters of importance by consensus and shall record their selection in the minutes.
3. Quorum. A majority of the voting members of a committee shall constitute a quorum at any meeting of a committee. A quorum shall be necessary for any committee to take action either by a vote or by consensus, whichever process the committee has selected for the current year. If the committee has selected to take action by a vote, the affirmative vote of a majority of all the members shall be necessary to take action.
Section 6. Responsibilities and Composition of Standing Committees.
1. Volunteer Stewardship Committee.
a. Responsibilities. The Volunteer Stewardship Committee shall develop and maintain an outstanding volunteer management system for the Association ensuring the highest quality volunteer experience for the volunteer. This includes developing the overall assessment of programs for recruitment of volunteers, training of volunteers, and recognition of volunteers across the breadth of the Association. The Volunteer Stewardship Committee shall also coordinate efforts with other committees. They shall assist other committees in developing effective calls for nominations. The Volunteer Stewardship Committee coordinates with the vice president to enhance alumnae engagement.
b. Composition. The Volunteer Stewardship Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. The chair of the Volunteer Stewardship Committee shall serve on the Board and shall be the liaison between the External Achievement Awards Committee chair and the Internal Achievement Awards Committee chair and the Board.
2. External Achievement Awards Committee.
a. Responsibilities. The External Achievement Awards Committee shall recommend annually to the Association Board alumnae for honorary degrees. Those alumnae recommended for honorary degrees that are approved by the Board will be forwarded to the College for further consideration. The Committee shall also recommend alumnae for other awards and honors that are conferred for professional or volunteer accomplishments outside of the MHC community as the Association Board may require.
b. Composition. The External Achievement Awards Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. The chair of the Volunteer Stewardship Committee shall be the liaison between the External Achievement Awards Committee chair and the Board.
c. Conflict avoidance. Each committee member and the chair shall recuse themselves from decisions relating to anyone with whom they have a close personal or corporate relationship. A close personal or corporate relationship is defined as one which a reasonable person would perceive to have the potential of bias or conflict or confer advantage to the member. Refer any concerns to the President who will consult with the Executive Committee.
3. Internal Achievement Awards Committee.
a. Responsibilities. The Internal Achievement Awards Committee shall research and recommend to the Board candidates for such awards as may from time to time be given by the Association, including, but not limited to, the alumnae Medal of Honor and Loyalty awards.
b. Composition. The Internal Achievement Awards Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. No elected member of the Internal Achievement Awards Committee, with the exception of the chair, shall be a member of the same class or from the same club area as any other member of the committee. The chair of the Volunteer Stewardship Committee shall be the liaison between the Internal Achievement Awards Committee chair and the Board.
c. Conflict avoidance. Each committee member and the chair shall recuse themselves from decisions relating to anyone with whom they have a close personal or corporate relationship. A close personal or corporate relationship is defined as one which a reasonable person would perceive to have the potential of bias or conflict or confer advantage to the member. Refer any concerns to the President who will consult with the Executive Committee.
4. Alumnae Trustee Nomination and Awards Committee.
a. Responsibilities. The Alumnae Trustee Nomination and Awards Committee shall research and recommend to the Board for approval one (1) candidate for each designated term, as set forth in Article VIII, to serve on the Board of Trustees of Mount Holyoke College in accordance with the Bylaws of the Board of Trustees of Mount Holyoke College. The Alumnae Trustee Nomination and Awards Committee shall also recommend such awards and honors for alumnae members of the Board of Trustees as the Association Board may require.
b. Composition. The Alumnae Trustee Nomination and Awards Committee shall include the chair and at least 4 and not more than 6 members in the following distribution: broadly experienced volunteers for the Alumnae Association such as Medal of Honor recipients (up to 2), former Alumnae Trustees (at least 1, preferably from among those who have completed their alumnae trustee term within 5 years of the year they are nominated for this committee), recent former Board members (at least 1) as well as other volunteers with deep knowledge of the work of the college Trustees. The chair of Nominating, the current president and the Executive Director are nonvoting ex officio members. The current president shall be the liaison between the Alumnae Trustee Nomination and Awards Committee and the Board.
5. Classes and Reunion Committee.
a. Responsibilities. The Classes and Reunion Committee shall be a resource to encourage, support, and coordinate class organization of alumnae and shall be responsible for reunions.
b. Composition. The Classes and Reunion Committee shall include the chair and not fewer than four (4) nor more than six (6) members elected by the Association Membership. No member of the Classes and Reunion Committee, with the exception of the chair, shall be a member of the same class as any other member of the Classes and Reunion Committee. The chair of the Classes and Reunion Committee shall serve on the Board.
6. Clubs Committee.
a. Responsibilities. The Clubs Committee shall be a resource for alumnae who have organized or who wish to organize into a club or informal group based upon their geographic location and shall encourage, motivate, and coordinate with such clubs.
b. Composition. The Clubs Committee shall include the chair and not fewer than four (4) nor more than eight (8) members elected by the Association Membership. The Clubs Committee shall maintain geographic diversity within its members. The chair of the Clubs Committee shall serve on the Board.
7. Communications Committee.
a. Responsibilities. The Communications Committee shall work with the Board and Association staff in developing, implementing, and updating the Association's communications and technology platform, including marketing approaches and editorial policies for print and electronic media, in accordance with the purpose and goals of the Association.
b. Composition. The Communications Committee shall include the chair and not fewer than three (3) nor more than eight (8) members elected by the Association membership. The elected members of the Communications Committee shall include the chair of the Alumnae Quarterly Committee. The senior director of communications and marketing and the senior director of information and technology (or equivalent staff positions) shall be nonvoting ex officio members of the Communications Committee. The chair of the Communications Committee shall serve on the Board and shall be the liaison between the Alumnae Quarterly Committee chair and the Board.
8. Alumnae Quarterly Committee.
a. Responsibilities. The Alumnae Quarterly Committee shall work with the Association staff in planning the major content for each issue of the Quarterly, both print and electronic; implement the editorial policies as set by the Board in accordance with the purpose and goals of the Association; and contribute, as appropriate, to the Association’s strategic communications program.
b. Composition. The Alumnae Quarterly Committee shall include the chair; not fewer than three (3) nor more than five (5) members elected by the Association Membership; and a student representative and a faculty representative, both of whom shall be selected in accordance with procedures adopted by the Board, and who shall serve without vote. The editor of the Quarterly shall be a nonvoting ex officio member of the Alumnae Quarterly Committee. The chair of the Alumnae Quarterly Committee shall be a member of the Communications Committee. The chair of the Communications Committee shall be the liaison between the Alumnae Quarterly Committee chair and the Board. The Alumnae Quarterly Committee shall use an Editorial Review Board for final decisions about each issue.
9. Finance Committee.
a. Responsibilities. The Finance Committee shall recommend financial and accounting policies to the Board; shall prepare the annual budget of the Association and monitor the financial performance of the Association; shall be responsible for the supervision of the assets of the Association in accordance with the policies set by the Board; shall have authority to act on behalf of the Association with banking institutions; and shall have such other responsibilities as may be designated by the Board.
b. Composition. The Finance Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. At least one (1) member of the Finance Committee shall have professional experience with institutional investments. The treasurer shall be the chair of the Finance Committee.
Section 7. Special Committees. The Board may establish such special committees as the Board considers necessary or desirable, with such responsibilities and composition as are deemed appropriate after consultation with the president. Nothing in this section shall preclude the ability of the Executive Committee to form one or more committees to address personnel or other issues as stated in Article V. The Board may appoint members to a special committee, may direct the Nominating Committee to present a slate for election, or may act in any combination of appointment and election.
Section 8. Special Members. The president, with assistance from the Nominating Committee, may appoint members to serve on a standing committee or on special committees as nonvoting ad hoc members. The term of such appointment shall end no later than the end of the term of the president.
» Article VII: Nominations and Elections
Nominations and Elections
Section 1. Nominating Committee.
1. Responsibilities. The Nominating Committee shall prepare annually a slate of officers and Board and committee members. The Nominating Committee shall consult and make recommendations as provided in these Bylaws.
2. Composition.
a. Chair. The chair shall be elected at the Annual Meeting to serve for a term of three (3) years or until her successor is elected, and shall serve on the Board.
b. Members. The Nominating Committee shall include the chair and not fewer than five (5) nor more than seven (7) members. The number of members of the Nominating Committee shall be determined by the Board. As close as possible to one‑third (1/3) of the members, including the chair, of the Nominating Committee shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected.
c. Ex Officio Member. The executive director shall serve as a nonvoting ex officio member of the Nominating Committee. In the event that there is no executive director or that the executive director cannot be available, the Executive Committee, after consultation with the chair of the Nominating Committee, may designate one or more individuals to carry out the executive director's responsibilities on the Nominating Committee for a period of time defined by the Executive Committee.
3. Eligibility.
a. Only Voting Members shall be eligible to serve as chair or as any other member of the Nominating Committee.
b. With the exception of the chair, no member of the Nominating Committee shall be a member of the same class or club area as any other member of the Nominating Committee; and no member shall be eligible to serve consecutive terms as an elected member of the Nominating Committee, whether as chair or as other member, except that a Voting Member who has completed all or part of one (1) term as an elected or an appointed member, other than chair, of the Nominating Committee shall be eligible to serve immediately thereafter as chair of the Nominating Committee.
c. In preparing the slate, the Nominating Committee may, from time to time, recommend to the Executive Committee an exception to one or more of the eligibility requirements relating to the position of Nominating Committee chair or Nominating Committee member, excluding the requirement that the position be filled by a Voting Member. In no instance shall a recommended exception result in the Nominating Committee chair or a Nominating Committee member, whether elected or appointed, serving more than six (6) consecutive years on the Nominating Committee, either as chair, as a member, or any combination of chair and member.
4. Resignation. Any chair or other member of the Nominating Committee may resign by written notice to the president.
5. Removal. The chair or other member of the Nominating Committee may be removed from office by a two‑thirds (2/3) vote of all the members of the Board, provided that the chair or other member shall have an opportunity to be heard at the meeting of the Board at which the motion for removal is made.
6. Vacancies. A vacancy in the office of chair or other member of the Nominating Committee may be filled by the Executive Committee, after consultation with the chair of the Nominating Committee with regard to a member vacancy, or after consultation with the Nominating Committee with regard to a vacancy in the chair, for the remainder of the unexpired term.
Section 2. Slate.
1. Board and Committee Members. The Nominating Committee shall prepare a slate consisting of one (1) candidate for each position to be filled by election at the Annual Meeting. Each candidate shall have been fully informed of the responsibilities and rights of the position and shall have indicated consent to serve if elected.
a. The Board shall approve the slate for the president, Nominating Committee chair and member(s). b. The Board shall be informed of the slate for all other Board and committee positions.
c. In preparing the slate for any position to be filled other than the position of Nominating Committee chair or Nominating Committee member, the Nominating Committee may, from time to time, recommend to the Board an exception to one or more of the eligibility requirements relating to the position, excluding the requirement that the position be filled by a Voting Member. In no instance shall a recommended change result in an officer, a director, a committee chair, or a committee member, whether elected or appointed, serving more than six (6) consecutive years in the same position on the Board or serving on a committee, either as chair, as a member, or any combination of chair and member.
2. Conflict Avoidance. Each committee member and the chair shall recuse themselves from decisions relating to anyone with whom they have a close personal or corporate relationship. A close personal or corporate relationship is defined as one which a reasonable person would perceive to have the potential of bias or conflict or confer advantage to the member. Refer any concerns to the President who will consult with the Executive Committee.
Section 3. Report. The Nominating Committee shall present its slate to the Membership with the call of the Annual Meeting at which election is to be held and shall give notice of requirements for additional nominations.
Section 4. Additional Nominations. Additional nominations for Board and committee members may be submitted provided that such nominations shall be by written petition approved by at least one thousand (1000) voting members, no more than ten (10) percent of whom shall be from the same class or from the same club area, and such written petition shall be received by the executive director at least ten (10) calendar days prior to the Annual Meeting at which election is to be held. Nominations by petition shall include the written consent of the nominee to serve if elected. Contact the Alumnae Association for direction on the petition process.
Section 4. Election. Election shall be by vote of the Membership at the Annual Meeting by such method as shall be determined by the Board. A plurality of the votes cast shall elect; in the event of a tie, decision shall be by lot.
» Article VIII: Alumnae Trustees
Alumnae Trustees
Section 1. Members of the Board of Trustees of the College. The alumnae trustees, elected by the Membership of the Association for five- (5) year terms to represent the alumnae, and the Association president shall serve on the Board of Trustees of the College, as provided in the Bylaws of the Board of Trustees of Mount Holyoke College.
Section 2. Eligibility. Only Voting Members shall be eligible to serve as alumnae trustees.
Section 3. Responsibilities.
1. Before service on the Board of Trustees commences. Each newly elected alumnae trustee, if requested by the Association president, may serve on the Association Board during the period between the date of the alumnae trustee's election by the Membership and the date when her service on the Board of Trustees commences.
2. Concurrent with service on the Board of Trustees. Each alumnae trustee shall serve as a Voting Member of the Association Board during one (1) year of her term as an alumnae trustee and shall perform such other duties as may be assigned by the Association president.
Section 4. Nomination by Committee.
1. Selection. The Alumnae Trustee Nominations and Awards Committee shall solicit nominations annually from the Association Membership. Nominees must be voting members. Notification of the nomination process may occur in any manner permitted by these Bylaws. After taking into consideration all such suggested candidates, the Alumnae Trustee Nominations and Awards Committee shall select and recommend one nominee for each designated term for approval by the Association Board. The approved candidate is then recommended to the Board of Trustees of the College for their approval prior to standing for election. No Voting Member shall be presented as a nominee unless she has consented to serve, if elected.
2. Notice. The Alumnae Trustee Nominations and Awards Committee shall send to all members of the Association before the election the name of its nominee approved by the Board and the Trustees, together with a brief biography. Notice of the nominee shall be given in writing by sending notice to each member at her last known address, which may be an electronic address. Publication of the notice of the nominee (mailed and/or transmitted electronically) shall constitute the required notice.
3. Sequence of notification. No candidate should be notified of her selection for nomination prior to Board approval and Trustee approval.
Section 5. Election. Election is by votes cast at the Annual Meeting of the Association. A plurality of votes cast shall constitute election.
Section 6. Vacancies. A vacancy in the office of alumnae trustee may be filled for the unexpired term by the Board after consultation with the Nominating Committee.
» Article IX: Additional Representatives
Additional Representatives
Section 1. Representative on the Mount Holyoke College Committee on Fellowships. There shall be one (1) representative of the Association on the Mount Holyoke College Committee on Fellowships who shall be a Voting Member appointed by the Association Board, upon recommendation from the Nominating Committee, to serve for a term of two (2) years or until her successor is appointed. A Voting Member shall not serve two (2) consecutive terms as the representative. No employee of Mount Holyoke College shall be eligible to serve as the representative of the Association on the Mount Holyoke College Committee on Fellowships.
Section 2. Representatives on Other Committees. There may be one (1) or more representatives on one (1) or more Mount Holyoke College committees or on any joint College‑Association committees. The Association Board, in consultation with the Nominating Committee, shall recommend a Voting Member, the executive director, or her designee.
» Article X: Executive Director
Section 1. Position. The Board may, at its discretion, hire an executive director of the Association.
Section 2. Responsibilities. The executive director, if one is hired, shall be the chief operating officer of the Association and shall report to the Board. The executive director or the executive director's designee shall serve as a nonvoting ex officio member on the Board and on each committee of the Association except the Nominating Committee, on which the executive director shall have no designee, and shall serve on committees of the College and on the Board of Trustees as requested by representatives of the College and/or recommended by the Board or the president. The executive director shall keep the Association Board informed concerning Association business and activities within the office of the Association and concerning developments on campus as they relate to the Association. The executive director may request advice and counsel and may request that the Board establish such special committees as necessary and appropriate to accomplish the work of the Association and the executive director.
» Article XI: Financial Administration
Financial Administration
Section 1. Fiscal Year. The fiscal year shall be from July 1 through June 30 and shall be referred to by the calendar year in which it ends.
Section 2. Funds.
1. Founder's Fund. The Founder's Fund of the Association shall consist of the former Reserve Fund and gifts and bequests designated for the use of the Association. The Board may appropriate for any Association purpose any unrestricted Fund assets and such net appreciation, realized and unrealized, in the value of any restricted Fund assets, over their historical value, as the Board deems prudent. Investment of the Fund and the annual level of expenditures thereof will be made pursuant to a policy adopted by the Board, upon recommendation of the Finance Committee, which policy is subject to review at least every three (3) years.
2. Funding for the Association. Additional sources of operating funds for the Association are allocated by the College as per the current agreement between the Association and the College, and as the same may be amended from time to time.
Section 3. Audit. The books of the Association shall be examined annually by an auditor, who must be a certified public accountant, appointed by the Board. The level of examination may be a review or an audit, provided that the books of the Association must be audited at least once in three (3) years.
Section 4. Bonding. The treasurer and all officers and agents having access to funds of the Association shall be bonded in such amounts as shall be determined by the Board.
» Article XII: Miscellaneous Administrative Matters
Miscellaneous Administrative Matters
Section 1. Communication. Unless specified elsewhere in these Bylaws, written communication may include information sent electronically.
Section 2. Meetings. Unless specified elsewhere in these Bylaws, meetings may be held in person, by telephonic conference, and/or by electronic or other means, including those not yet currently used at the time of writing this document, provided that all attendees shall have the opportunity to participate and shall be able to hear one another and to speak to one another at all times and that all votes, if taken, shall be taken by roll call for all attendees whenever there are any attendees who are not attending the meeting onsite.
Section 3. Contact Information. The Association shall make a reasonable effort to maintain current electronic contact information for each Voting Member and Honorary Member.
Section 4. Notice of Meetings. The Association shall not be required to send notice to or maintain other contact with members for whom it has no current electronic address.
» Article XIII: Indemnification
Indemnification
The Association shall, to the extent legally permissible, and only to the extent that the status of the Association as an organization exempt under section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify any person serving or who has served as a director, officer, or agent against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties and counsel fees, reasonably incurred by her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which she may be involved or with which she may be threatened, while serving or thereafter, by reason of her being or having been such a director, officer, or agent, except with respect to any matter as to which she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that her action was in the best interests of the Association; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved:
1. By a majority of the disinterested directors then in office as in the best interests of the Association after notice that it involves such indemnification; or
2. By a majority of the disinterested directors, provided that there has been obtained at the request of a majority of the directors then in office an opinion in writing of independent legal counsel to the effect that such director, officer, or agent appears to have acted in good faith in the reasonable belief that her action was in the best interests of the Association. Expenses, including counsel fees, reasonably incurred by any such director, officer, or agent in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of notice of an undertaking by such individual for amounts so paid if it is ultimately determined that indemnification for such expenses is not authorized hereunder. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, or agent may otherwise be entitled, including by contract or otherwise under law. The Association may procure insurance providing greater indemnification than that provided herein. As used in this Article, the terms “director,” “officer,” and “agent” include their respective heirs, executors, and administrators; and an interested director is one against whom the proceedings in question, or other proceedings on the same or similar grounds, are then pending. As used in this Article, the term “agent” means any person who is or was serving at the request of the Association.
» Article XIV: Policies and Procedures
Policies and Procedures
There shall be policies and procedures of the Association and guidelines for the operation of the Association, as they may be adopted from time to time by the Board.
» Article XV: Parliamentary Authority
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with the law, the Charter, or these Bylaws, except to the extent that a committee determines on an annual basis and records in its minutes that it will be governed by a different process.
» Article XVI: Amendments
Section 1. Amendment at Meeting. These Bylaws may be amended at any meeting of the Association Membership having a quorum by a two‑thirds (2/3) vote of the members present provided that the amendment shall be submitted to the members in writing with the notice of the meeting at which the amendment is to be proposed.
Section 2. Amendment by Mail Ballot. These Bylaws may be amended by mail ballot, including electronically transmitted ballot, by a two-thirds (2/3) vote of the votes cast by the Membership provided that: the Board shall approve the mail ballot method of voting; the notice of the ballot shall be mailed and/or transmitted electronically to the members or published in the Quarterly and mailed and/or transmitted electronically at least thirty (30) calendar days prior to the date by which the completed ballots must be returned by mail or transmitted electronically; and, further, at least one hundred and fifty (150) votes shall be cast.
Section 3. Ministerial Corrections. Ministerial corrections to these Bylaws (such as the correction of typographical, spelling, numbering, and spacing errors) may be made by the Board without submission to the Membership for a vote.
» Article XVII: Former Bylaws and Transition Rules
Former Bylaws and Transition Rules
Section 1. Former Bylaws. All former Bylaws are hereby repealed.
Section 2. Transition Rules. All officers, directors, committee chairs, and committee members elected or appointed under the Bylaws in effect as of June 30, 2014 ("Prior Bylaws") for terms under such Prior Bylaws which would have expired on June 30, 2014, shall end their term of service as of June 30, 2014. All officers, directors, committee chairs, and committee members elected or appointed under the Prior Bylaws for terms under such Prior Bylaws which extend beyond June 30, 2014, shall continue to serve in such positions for the term to which they were elected or appointed under such Prior Bylaws, subject, however, to all other provisions of the Bylaws in effect on and after July 1, 2014.