Purpose and By-Laws
BY-LAWS
of the
COLUMBIA COLLEGE ALUMNI ASSOCIATION
As amended, April 2011
ARTICLE I.
NAME AND PURPOSE
Section 1. Name. This Association shall be known as the Columbia College Alumni Association, hereinafter sometimes referred to as the Association.
Section 2. Purpose and Goals. The purpose of the Association shall be to provide alumni support for the goals and activities of Columbia College, hereinafter sometimes referred to as the College. As the representative body of College alumni throughout the world, the Association shall seek to support and counsel the President of Columbia University, the Dean and administration of the College, the members of the Columbia faculty (hereinafter sometimes referred to as the Faculty) and their related senior staffs and shall play an active role in the establishment and maintenance of communication links among College students, faculty, administrators and alumni. The goals of the Association shall include, but not be limited to:
- Vigilance in assuring the preservation and enhancement of the highest academic standards;
- Energetic involvement in creating financial support for the College and for the Columbia College Fund, originally founded by the Association;
- Assistance in the development of appropriate reporting of the financial affairs of the College so as to assist in the implementation of strategic planning and operating policies;
- Active involvement with the Dean of the College and the College Admissions staff in the recruitment and enrollment of qualified students;
- Commitment to the welfare of all members of the College community, with particular concern for preservation of need-blind admissions and full-need financial aid, as well as career planning and placement of College students and alumni, and issues surrounding the quality of student life;
- Establishment of strong class regional organizations and support of alumni events throughout the United States and abroad; and
- Representation of College alumni interests on other boards and associations of the University.
ARTICLE II.
MEMBERSHIP
Section 1. Regular Membership. All graduates of Columbia College, all persons who have been students in Columbia College in good standing for at least one academic year and whose classes have graduated, and all members of the Faculty or administration of Columbia College shall be regular members of the Columbia College Alumni Association.
Section 2. Honorary Membership. The Board of Directors may designate persons, who may not otherwise be eligible for regular membership, as honorary members of the Association. Honorary members of the Association shall be entitled to all the privileges of regular members, except those of voting and holding office.
ARTICLE III.
MEETINGS OF MEMBERS AND
NOMINATIONS OF OFFICERS AND DIRECTORS
Section 1. Meetings. Meetings of the members of the Association may be called at the discretion of the President, and shall be called by the President or the Chairman upon the written request of a majority of the Board of Directors or 50 regular members of the Association. The request and call for a meeting of the Association shall be in writing and shall state the business to be transacted. A meeting shall be held as soon as practicable after such a request or call. No business shall be transacted at any meeting of the Association other than that specified in the notice thereof.
Section 2. Notice of Meetings. Notice of all meetings of the Association shall be given to all members by (a) serving a copy of the notice personally, (b) mailing a copy to them, at their last addresses as shown on the records of the Association, at least ten days prior to the meeting, or (c) emailing a copy to them not less than 48 hours prior to the meeting, at either the last known residence, business or email address as such address shall appear on the records of the Association. The notice shall state the time and place of the meeting and an agenda reflecting the purposes of the meeting.
Section 3. Quorum and Adjournment. The representation of 100 regular members, in person or by proxy, shall constitute a quorum at any meeting of the Association. In the absence of a quorum, a majority of the members so present or represented may adjourn the meeting from time to time until a quorum is obtained. The time and place to which any adjournment is taken shall be publicly announced at the meeting and no further notice thereof shall be necessary. At such adjourned meetings at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 4. Organization. The President of the Association shall preside at all meetings of the members or, in the absence of the President, the Chairman shall preside, or in the absence of both the President and the Chairman, a Chair, to be chosen by the members present, shall preside. The Secretary of the Association shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary at the meeting.
Section 5. Voting and Proxies. Each regular member shall be entitled to vote at any meeting of members and shall be entitled to cast one vote on matters duly brought before the meeting. Except as required by law or these By-Laws, decisions shall be by a majority vote of the members voting. Members may vote in person or by proxy. Any proxy shall be (a) in writing and dated, (b) given only to another regular member in good standing, (c) valid only for 90 days after its date, (d) revocable at will on or prior to the date of the meeting at which it is to be counted, and (e) deemed revoked by the granting of another proxy bearing a later date no later than the date of the meeting at which it is to be counted. The President or the Board of Directors may, in advance of or at any meeting of members, appoint one or more inspectors to act at such meeting or any adjournment thereof for the purpose of performing the duties of inspectors specified by law.
Section 6. Nominating Procedures. Nominations for Directors (including officers) shall be made by the Nominating Committee in accordance with the provisions set forth at Article VII. Nominations may also be made by petition signed by at least 30 regular members of the Association and filed with the Secretary.
ARTICLE IV.
BOARD OF DIRECTORS
Section 1. Management of Affairs. The affairs of the Association and its corporate powers shall be exercised by a Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not prohibited by law or the Certificate of Incorporation.
Section 2. Number. The Board of Directors shall consist of (a) up to seventy (70) directors, including those directors also serving as the officers of the Association pursuant to Article V, other than the Regional Directors, but excluding Honorary Directors, Directors ex officio and faculty and student Directors (referred to elsewhere in this Article IV) and (b) one or more directors of the Association selected pursuant to Article V in the capacity of Regional Directors. The Board of Directors also shall consist of two faculty members and three undergraduate students of Columbia College appointed in accordance with Section 8 below.
Section 3. Responsibilities of Directors. To be a member in good standing, a Director should (a) attend the regular meetings of the Board of Directors and/or participate in at least one committee (formed pursuant to Article V, Section 9) on a regular basis, the Class Agent Program or the Fund Development Council, and (b) make a meaningful gift to the College on an annual basis, except that public officials (including but not limited to federal and state court judges) are exempt from this requirement. In addition, a Director should endeavor to do all or part of the following:
(i) serve on the Reunion Committee for their class year and be involved with Reunion planning and related fund-raising for their class year, except that public officials (including but not limited to federal and state court judges) are exempt from these requirements;
(ii) attend the John Jay Awards Dinner and the Alexander Hamilton Medal Award Dinner;
(iii) attend at least two special events sponsored annually by the Association or the College (it being understood that Board members who do not reside in the New York metropolitan area may, in lieu of the foregoing, attend such events in the areas where they reside), including but not limited to:
(A) Dean’s Day;
(B) Parade of Classes;
(C) Regional Programs;
(D) Student-Alumni Programs;
(E) Homecoming; or
(F) Mini-Core Courses.
(iv) help promote alumni attendance for at least one major College event (in addition to committee work) whether in New York or at a Board Member’s area of residence;
(v) participate in College recruiting, career planning and job placement for College students and alumni, when possible; and
(vi) participate in student-alumni programs, including but not limited to mentoring programs, sponsored by the Association or the College and the Alumni Recruitment Committee (ARC), when possible.
Section 4. Honorary Directors. The Board of Directors may by recommendation of the chair of the Nominating Committee and majority vote of the Directors designate such persons as it deems worthy as Honorary Directors of the Association to serve for life or for such shorter periods of time as the Board deems appropriate. Honorary directors shall be entitled to all the privileges of regular Directors including participation in the deliberations of the Board and serving on such committees as the President may decide, except those of voting and holding either the position of officer or chair of a committee of the Board.
Section 5. Past Presidents of the Association. Past Presidents of the Association shall (a) be Honorary Members of the Board of Directors for life and as such shall enjoy the rights and privileges set forth at Article IV, Section 4 for Honorary Directors, (b) become Chairmen as set forth at Article V, Section 5, and (c) after they serve their term as Chairmen, hold the position of Honorary Chairmen of the Association for life, and as such shall enjoy the rights and privileges set forth at Article V, Section 6 for Honorary Chairmen.
Section 6. Directors Ex Officio. The Dean of Columbia College and the following administrative officers of Columbia College shall serve as Directors ex officio and shall enjoy the rights and privileges set forth at Article IV, Section 4 for Honorary Directors: the Dean of Academic Affairs; the Dean of Alumni Affairs and Development; the Dean of Students Affairs; the Executive Director of Alumni Affairs; the Executive Director of the College Fund; the Director of Communications; the Dean of the Center for Career Education; and such other officers of the College as the Directors may decide.
Section 7. Selection of Directors; Maximum Number of Terms. The Directors (including the officers) shall be elected from the members of the Association by plurality vote at the final meeting of the Board of Directors on an every other year basis, in consultation with the Office of Alumni Affairs and Development and based upon the recommendations of the Nominating Committee, and shall hold terms of two years, except in those instances where a Director is so nominated and elected to complete the term of a Director prior to the end of his or her term of office. In recommending Directors for election to the Board, the Nominating Committee shall endeavor to ensure that the composition of the Board reflects broad representation across class years. Commencing with the Directors elected in spring 2011, each Director (other than Honorary Directors, Honorary Chairmen, Directors ex officio and faculty and student Directors) shall be permitted to serve up to four consecutive terms (i.e. a maximum of eight years in total consecutively) following which such individual Director shall be required to rotate off the Board of Directors for a period of not less than one year; provided, however, that a President serving a Special Term (as defined at Article V, Section 2) shall be permitted to serve on the Board of Directors notwithstanding that such service during the Special Term may result in the President serving on the Board of Directors for 9 consecutive years.
Section 8. Faculty and Student Directors. Faculty Directors shall serve a term of two years from the date of their appointment. Student Directors shall serve a term of the shorter of two years or until their graduation. Faculty and student Directors shall be appointed at the beginning of every other academic year by the President of the Association, in consultation with the Dean of the College and the Office of Alumni Affairs and Development.
Section 9. Vacancies. Any vacancy shall be filled by the affirmative vote of a majority of the Directors at the next regularly scheduled meeting of the Board; provided, that notwithstanding the foregoing, the Board of Directors shall have the discretion to leave positions vacant if the Board of Directors determines that to be in the best interests of the Association.
Section 10. Meetings of the Board of Directors. There shall be such number of regular meetings of the Board of Directors during each academic year as the Board of Directors or the Executive Committee may decide (generally expected to be two or three meetings per academic year).
Section 11. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the members of either the Board or the Executive Committee upon written request addressed to the Secretary.
Section 12. Quorum. A combination of no less than three officers and ten Directors shall constitute a quorum. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting until another time and at the same or a different place. Unless otherwise provided in these By-Laws or by law, the vote of a majority of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 13. Organization of Board Meetings. The President shall preside at all meetings of the Board of Directors at which he or she is present. In his or her absence, the Chairman shall preside, and in the absence of the Chairman, an officer of the Association designated by the President shall preside. The Secretary (or if the Secretary is not present, the Assistant Secretary) of the Association shall be the Secretary of such meetings and shall record the minutes thereof. The resolutions adopted by the Board shall be filed by the Secretary with the minutes of the proceedings of the Board.
Section 14. Notice of Meetings. Written notice of any meeting of the Board of Directors shall be given to each Director by (a) serving a copy of the notice personally, (b) mailing a copy to them, at their last addresses as shown on the records of the Association, at least ten days prior to the meeting, or (c) by emailing it not less than 48 hours prior to the meeting, at either the last known residence, business or email address as such address shall appear on the records of the Association. The notice shall state the time and place of the meeting and an agenda reflecting the purposes of the meeting. To ensure appropriate discussion and informed decision-making by the Board of Directors, the President or the Dean of the College shall, to the extent he or she deems practical and useful, either prior to or together with the notice, distribute to the members of the Board written material designed to provide background for consideration of the matters listed on the agenda.
Section 15. Removal. Any Director or any officer of the Association may be removed from the Board upon the recommendation to the Board by no less than a majority of the Executive Committee and the ratification of said recommendation by a majority of the regular Directors.
ARTICLE V.
OFFICERS
Section 1. Officers. The officers of the Association are members of the Board of Directors of the Association and shall be a President, a Chairman, a Secretary, an Assistant Secretary and any other members of the Board as may be elected to officer positions in accordance with Article V, Section 2, or as designated in the discretion of the President.
Section 2. Election of Officers. The Officers shall be elected from the members of Board of the Directors by plurality vote at the final meeting of the Board of Directors on an every other year basis, in consultation with the Office of Alumni Affairs and Development and based upon the recommendations of the Nominating Committee, and shall hold terms of two years, except (a) in those instances where an officer is so nominated and elected to complete the term of an officer prior to the end of his or her term of office, and (b) that the President shall be permitted to serve a maximum of three years in such position, consisting of a two year term followed by an additional one year term (the “Special Term”), following which the President shall become Chairman as set forth at Article V, Section 6.
Section 3. Executive Committee. The officers, together with a Chairman (or co-chairman) of the Columbia College Fund, a Chairman (or co-chairman) of the Fund Development Council and a Chairman (or co-chairman) of the Class Agents, and any Honorary Chairmen, shall meet collectively as an Executive Committee of the Board of Directors at the discretion of the President (generally expected to be one time during each six week period during the academic year).
Section 4. Duties of President. The President shall be the President of the Board of Directors and President of the Executive Committee and shall preside at all meetings of these bodies. He or she shall, in consultation with the Executive Committee and subject to the control of the Board of Directors, perform the leadership duties of his or her office on behalf of the College alumni.
The President may from time to time call upon individual members of the Board of Directors to chair a committee (as described in Section 12 below), which meets in advance of Board of Directors meetings and more frequently, as necessary, and report to the other officers and/or the Board of Directors on committee work.
Examples of such committees include:
(i) Academic Affairs,
(ii) Alumni Outreach (including Columbia College Women (CCW), International, Minority and Cultural Relations),
(iii) Athletics,
(iv) Career Development,
(v) Student Life (which may be combined with Student-Alumni Connections),
(vi) Student-Alumni Connections,
(vii) Alumni Recognition,
(viii) Young Alumni Fund, and
(ix) Regional Chairs.
Section 5. Duties of Chairman. The Chairman shall be the outgoing President of the Board of Directors from the immediately preceding term. The role of the Chairman shall be to provide advice, counsel and consultation to the then current President of the Board of Directors. In addition, the Chairman shall provide assistance to the other officers of the Association in connection with strategies to achieve their various mandates and objectives.
Section 6. Honorary Chairmen. At the conclusion of his or her term as Chairman, the outgoing Chairman shall become an Honorary Chairman for life. Honorary Chairmen shall be entitled to attend all meetings of the Executive Committee of the Board of Directors, and shall enjoy all the privileges of the members of the Executive Committee including participation in the deliberations of the Executive Committee, except those of voting.
Section 7. Duties of Vice Presidents. A Vice President shall have such duties and responsibilities, consistent with these By-Laws, as the President and the Nominating Committee shall jointly determine. Any Vice President shall be recommended by the Nominating Committee for election by the Board of Directors only with the approval of the President.
Section 8. Duties of Chairman of the Columbia College Fund. The Chairman (or Co-Chairman) of the Columbia College Fund shall, in consultation with the Executive Committee and subject to the control of the Board of Directors, work with the Dean of the College and the Executive Director of the Fund, in directing, and shall be Chairman (or Co-Chairman) of the Columbia College Fund.
Section 9. Duties of Chairman of the Fund Development Council. The Chairman (or Co-Chairman) of the Fund Development Council shall, in consultation with the Executive Committee and subject to the control of the Board of Directors, serve as the liaison between the Board of Directors and the College Fund Development Council and work to ensure that the Board of Directors is fully informed regarding the Fund Development Council’s initiatives to secure larger gifts to the Columbia College Fund.
Section 10. Duties of Chairman of Class Agents. The Chairman (or Co-Chairman) of Class Agents shall, in consultation with the Executive Committee and subject to the control of the Board of Directors, serve as the liaison between the Board of Directors and the Class Agents for the Columbia College Fund and work to ensure that the Board of Directors is fully informed regarding the tireless work of the Class Agents to generate smaller size gifts to the Columbia College Fund.
Section 11. Duties of the Secretary and Assistant Secretary. The Secretary and Assistant Secretary of the Association shall also be the Secretary and Assistant Secretary of the Board of Directors. The Secretary shall be responsible for the custody of the Certificate of Incorporation, By-Laws, and records of the Association, including those of the Board of Directors and any of its committees. The Secretary shall ensure that notices of all meetings of the Board and the Association are sent in a timely manner. The Secretary (or if the Secretary is not present, the Assistant Secretary) shall keep accurate minutes of the proceedings of the Association and of the Board of Directors. The Secretary shall also be charged with assisting the President with the formation of the agenda for each meeting and the scheduling of the various activities of the Board. The Secretary shall serve as the Chairperson of the Nominating Committee as provided by Article VII, Section 3, and shall, with the assistance of the College Office of Alumni Affairs and Development, provide the President with such administrative assistance as the President may request.
Section 12. Committees. The responsibilities of a chairman of a committee shall include the formation of a standing committee, of which the related member of the Board of Directors shall be the designated head. Each committee shall be composed of as many members as the Chair deems desirable, who may be taken from any constituency within the Columbia community (including past Presidents, Directors, members of the Association, current students, faculty and administrators). Each committee shall prepare, preferably at the beginning of each academic year, a statement of its goals, objectives or current projects for the upcoming year and shall report to the President prior to the annual meeting each year the results of its efforts. Each committee shall meet as often as necessary to realize its objectives.
ARTICLE VI.
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of July in each year.
ARTICLE VII.
COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee consisting of the officers of the Association. The Dean of Columbia College shall be a member ex officio of the Executive Committee. The Executive Committee shall meet as often during the intervals between meetings of the Board of Directors as the President or a majority of the members of the Executive Committee may request (generally expected to be one time during each six week period during the academic year).
Section 2. Powers of the Executive Committee. During intervals between meetings of the Board of Directors, the Executive Committee shall have all the powers of the Board of Directors except for the power to fill vacancies in the Board of Directors or in any office and such other powers as are specifically excluded by law. Four members of the Executive Committee shall constitute a quorum. The President shall be Chairman of the Executive Committee.
Section 3. Nominating Committee. There shall be a Nominating Committee which shall be chaired by the Secretary and composed of at least two other officers and five regular Directors (two of whom may be the same person or persons as the officer or officers serving on such Committee) as appointed by the President in consultation with the Executive Committee. It shall endeavor to make available to the Executive Committee or the Board of Directors not later than the date of the final meeting during the academic year a slate of Directors (including officers), for all such positions to be filled. The Nominating Committee shall consult with the Dean of the College in the selection of the Chairman of the Columbia College Fund.
Section 4. Alumni Trustee Nominating Committee. In accordance with those By-Laws of the Trustees of Columbia University in the City of New York that govern alumni representation among the Trustees, the President, with the advice and consultation of the Board of Directors, shall appoint a member to the Alumni Trustee Nominating Committee of the University.
Section 5. Other Committees. The President acting in consultation with members of the Executive Committee and or the entire Board shall, during the course of his or her term of office, appoint committees as described above in Article V and as he or she may deem desirable. All committee action shall be subject to review, acceptance or rejection, or modification by the Board of Directors.
ARTICLE VIII.
COLUMBIA COLLEGE FUND
Section 1. Columbia College Fund. The Columbia College Fund is the over-all fund of the College and comprises all general purpose, special purpose and endowed gifts given to the College by alumni, parents and friends.
Section 2. Chairman of the Columbia College Fund. The Chairman of the College Fund in concert with the Director of College Development shall be responsible for the over-all direction and implementation of the College Fund. He or she shall coordinate the activities of the Class Fund Committees and shall act as a liaison between the volunteer organization of the College Fund and the professional staff of the Office of Alumni Affairs and Development. The Chairman shall, however, have no direct authority over the Office of Alumni Affairs and Development, its staff or finances. The Chairman of the College Fund shall be empowered to appoint members of the Association to serve as Class Agents for the College Fund, and members of the College Fund Councils each of whom shall report to the Chairman of the College Fund. The Chairman of the College Fund will also be empowered to reappoint, fill vacancies and remove any such appointee, all at his or her discretion. All such appointees shall have demonstrated a meaningful commitment to the Columbia College Fund.
Section 3. Fund Development Council. The Fund Development Council shall be a committee of members of the Association, each of whom shall be appointed by the Chairman of the College Fund, in consultation with the Office of Alumni Relations and Development. The purpose of the Fund Development Council shall be to promote the College Fund and to solicit donations from College alumni.
Section 4. Class Agents. Each year, the Chairman of the College Fund, in consultation with the Office of Alumni Relations and Development designates Class Agents for each College class, together with a Chairman of the Class Agents. Each Class Agent shall have demonstrated a consistent record of contribution to the Fund following graduation. The Class Agents shall have over-all responsibility for their respective class’ performance and shall be expected to call periodic strategy meetings and appoint various classmates to oversee particular projects. The Chairman of the College Fund shall have the authority to replace Class Agents who are unable to perform their duties or to designate additional Class Agents.
ARTICLE IX.
AMENDMENTS
These By-Laws may be amended at any meetings of the Board of Directors by a majority vote of the regular Directors present, provided that notice of the proposed amendment shall have been given in the notice of the meeting. They also may be amended by a majority vote of the members of the Association at any meeting of the members, provided that the proposed amendment is referred to in the notice of the meeting.
ARTICLE X.
AFFILIATE ORGANIZATIONS
From time to time at any regular meeting of the Board of Directors, the Board of Directors may, by a majority vote of the regular Directors present, vote to recognize as “Affiliate Organizations” groups of Columbia College alumni that represent segments of, or common interests in, the Columbia College community (and, correspondingly, to rescind any such recognition). The president (or another senior officeholder designated by the president) of each Affiliate Organization shall be entitled to attend and participate in all meetings of the Board of Directors, but shall not be entitled to vote at such meetings. At the time any Affiliate Organization shall be recognized by the Board of Directors, a Vice President or Chair shall simultaneously be designated to act as the liaison of the Board of Directors to each such Affiliate Organization and shall maintain a dialogue with each such Affiliate Organization so that its respective interests and input are brought to the attention of the Board of Directors.