Columbia Alumni Association Bylaws
Article I and II
The name of this organization shall be the Columbia Alumni Association (“CAA”). Unless otherwise determined by the Trustees of Columbia University in the City of New York, the CAA shall remain part of the University and shall not maintain a separate identity as a separate legal entity. It is a voluntary association which is part of Columbia University in the City of New York (“University”).
The CAA is established to strengthen the University’s worldwide alumni community and its bonds of fellowship; to sustain the connection between such community and the University; to act as a means through which the alumni can contribute their collective knowledge and perspective to the life of the University; and to develop from the ranks of alumni effective and responsive leadership.
Article III Membership in The CAA
All persons having been enrolled as degree candidates or candidates for academic programs (including, but not limited to, certificate, executive and post-baccalaureate programs) for at least one year at any school (“School”) comprising the University or having received any degree or evidence of completion of such program from such School shall be considered members of the CAA. Schools may submit a request to the Governance Committee for the inclusion of additional persons having received evidence of completion of newly formed programs.
Any member of the Trustees who is not an alumnus/a of the University but has served for at least one term shall automatically be a member of, and eligible to hold any office within, CAA.
Degree holders from the Affiliate Schools of the University (i.e. Barnard College, Teachers College, Jewish Theological Seminary and Union Theological Seminary) (“Affiliate Schools”) may apply to CAA as an individual alumnus/ae for affiliate membership in the CAA with limited rights and privileges.
No dues or other mandatory charges shall be required as a prerequisite to commencement or continuation of membership in the CAA.
The Board of Directors of the CAA (“Board”) is hereby empowered to confer honorary, non-voting membership in the CAA on any one or more persons, as it deems fit.
Article IV Board of Directors
The Board of Directors shall be the governing body of the CAA. No member of the Board shall receive, directly or indirectly, any compensation from the CAA.
The Board shall consist of no fewer than 35 and no more than 45 members, including the designated members listed in this Section 2 and additional nominated and elected members. All members are elected to serve for up to two three-year terms or until their successors are elected and qualified, whichever is later, with the exact number to be as determined, from time to time, by act of the Board, but with their terms of office staggered so that, each year, as near as reasonably possible, approximately the same number of vacancies shall occur as in other years, all as determined by the Board. No member who has been elected to two three-year terms shall be eligible for nomination or election again as a member until at least two years have elapsed since the end of the two three-year terms for which such person was elected; with the exception of Trustee/Trustee Emeritus/ae and individuals becoming Board officers, who shall be eligible for nomination or election after one year has elapsed. The Board shall be comprised of the following members:
(I) Designated members, incumbent by reason of being:
- Trustees, or Trustee Emeriti/ae, designated by the committee of the Trustees of the University then having jurisdiction over University alumni relations
- No fewer than two and no greater than four in number,
- All of whom are University alumni,
- no more than three of whom may be Trustee Emeriti/ae;
- The senior University officer in charge of Alumni Relations;
- Presidents of at least two (but no more than seven) International Clubs nominated by the Nominating Committee;
- Presidents of at least two (but no more than seven) Domestic Clubs nominated by the Nominating Committee;
- Presidents of at least two (but no more than seven) Shared Interest Groups nominated by the Nominating Committee;
- Each University Alumni Senator nominated by the Nominating Committee;
- One graduate student and one undergraduate student, selected by the members of the Student Caucus of the University Senate;
- A representative from each of Columbia’s 16 Schools and its Affiliates, Barnard College and Teachers College.
(II) Nominated members, elected as Directors in accordance with the applicable provisions of these bylaws.
- The Nominating Committee, acting at a reasonable time before any election, shall nominate candidates to be members of the Board of the CAA. Any member of the CAA shall have the right to present himself or herself, or another member, to the Nominating Committee and request to be considered for nomination. In addition, any member of the CAA shall, by petition of fifty members of the CAA filed with the Nominating Committee at least ninety days before the annual meeting of the Board, be deemed nominated. The Nominating Committee shall adhere to the rules and regulations governing the conduct of all activities relevant to the electoral process. The election of Board members, unless otherwise provided in these bylaws, shall take place at the annual meeting of the CAA. No person shall be elected to the Board unless he or she shall have consented to his or her nomination and has agreed to serve if elected, either electronically or in writing or personally.
- The Nominating Committee shall use reasonable efforts to solicit from the CAA membership and the Schools nominations for candidates to be CAA Board members and to provide to the CAA membership and the Schools reasonable notice of any proposed slate of candidates for the purpose of receiving input and commentary on individual candidates.
- The recommendations of the Nominating Committee shall be put forth to the full Board for their approval in advance of the annual meeting in order to allow for ratification by those alumni present in person or by proxy at the aforementioned annual meeting:
In order for a candidate nominated by the Nominating Committee to be elected, such candidate’s name shall be put to a vote of an electoral body comprised of (except in the case of filling a vacancy on the Board which shall take place as provided in Section 4(c) below).
- The Board of the CAA,
- The presidents of the alumni associations of each division of the University
- The staff members who are directors of alumni relations at each division of the University,
- The presidents of the Regional Clubs
- The presidents (or other individuals holding comparable titles) of the Shared Interest Groups
The vote of each member of such electoral body (or his or her proxy) shall be solicited by the senior University alumni relations officer, acting with the administrative support of the Office of Alumni and Development with respect to each candidate nominated. If the number of candidates for membership on the Board is greater than the available number of slots, each member of the electoral body (or her or his proxy) will have the right to vote for up to the available number of slots, whereupon the numbers of votes for each candidate shall be tabulated under the supervision of the senior University alumni relations officer and then the results shall be listed, with the candidate receiving the most votes listed as No. 1, the candidate with the next highest listed as No. 2 and so on. The candidates elected shall be (a) that candidate whose rank on the foregoing list is equal to the total number of seats to be filled and (b) each other candidate whose name appears above such candidate on such list.
- The responsibilities of a member of the Board are set forth in Appendix 1.
- Any vacancy occurring in the Board for any cause may be filled by action of the Board by a person then eligible for nomination under Section 3 above by a majority of the remaining members of the Board. Each Board member so appointed to fill a vacancy shall hold office until the end of the uncompleted term of office she or he was appointed to fill or until her or his resignation or removal or until her or his successor becomes incumbent, whichever first occurs.
- Regular meetings of the Board shall be held at such times and places as the Board may determine for the conduct of its business; provided, at least one meeting each year shall be designated the “annual” meeting.
- At the instruction of the Chair, or upon the request of at least one-quarter of the Board then in office, a special meeting of the Board may be called for the specific purpose therein stated at a place and time to be designated by the notice of meeting. The parties requesting a special meeting may elect to conduct the meeting via telephone conference in lieu of a formal meeting for the specific purpose therein on a date and time to be designated by the notice of meeting.
- Notice of all meetings of the Board shall be given in writing to all persons entitled to attend the meeting. The notice of meeting shall be given by mail, fax or email to the last known post office address, fax number or email address at least ten (10) days prior to the meetings. In the case of a special meeting, the notice of meeting shall be given at the earliest possible opportunity, and may be given by phone, facsimile or email. Every notice of meeting shall set forth the date, time and place of the meeting and in the case of a special meeting, shall set forth the purpose for which the meeting has been called.
One-quarter of the available members of the Board shall be necessary to constitute a quorum. Individual Board members are authorized to participate in meetings via electronic means or conference call. Any act of a majority of the Board members present and voting at any meeting of the Board at which a quorum is present shall be the act of the Board. The Board is also authorized to act by written consent of a majority of all directors in lieu of a meeting. Written consent is sufficient if given by that number of directors whose votes in total would be sufficient for the same action taken at a meeting at which all voting members of the Board were present, but only after all board members eligible to vote have received the proposed written consent and had a reasonable time, in the circumstances, to determine whether or not to grant or withhold the consent.
The President of the University and the Chair of the committee of the Trustees of the University then having jurisdiction over alumni relations are ex officio, non-voting members of all committees, with the exception of the Alumni Trustee Nominating Committee and the Governance Committee, of which they are not members.
Any Board member may be removed, with or without cause, at any time by act of a two-thirds majority of the entire Board. The member of the Board being removed may be counted for purposes of a quorum and may make a presentation to the Board, but shall not be present during the Board’s deliberations nor shall he or she vote on the question of his or her removal.
Any member of the Board may resign at any time by giving written notice to the Board or to the Chair. Any such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any member of the Board may participate in a meeting of the Board by telephone conference call or other electronic means which allow for full interactive participation.
Any action which may be taken at a meeting of the Board may be taken without a meeting if authorized in writing and signed by all of the members of the Board and filed with the Chair or his/her designee.
Any member of the Board who shall fail to participate in three (3) consecutive meetings of the Board, shall be deemed to have vacated his or her Board seat, and shall be removed from office unless otherwise determined by a two-thirds (⅔) vote of the Board present at a meeting called for that purpose.
Article V Officers
- The officers of the CAA (“Officers”) shall be voting members of the Board and shall be the Chair, that number of Vice Chairs determined from time to time by the Board and the President.
- All Officers must be members of the Board during their tenure as an Officer. The terms of all Officers shall be two years (and, in any event, coterminous with their service on the Board, so that whenever any Director shall leave the Board for any reason, their service as an Officer shall end at the same time).
The Chair is responsible for setting the direction and goals, and for executing those goals within the mandate and resources of the CAA. It shall be the duty of the Chair to call and preside at all meetings of the Board, to appoint committee chairs and, after consultation with the chair of each committee, to appoint committee members to committees, to create and appoint ad-hoc committees as he or she finds necessary and convenient for the work of the CAA, and to perform such other duties as may devolve upon him or her by virtue of the office he or she occupies, or as may be assigned to him or her by the Board.
The Chair is responsible for the overall succession planning and leadership development of the CAA and is a voting member of all committees, with the exception of the Alumni Trustee Nominating Committee and the Governance Committee, of which he or she is not a member.
The Vice Chairs shall be the second-ranking officers of the CAA and shall assist the Chair under his or her direction. In the absence or disability of the Chair, the most senior Vice Chair in length of incumbency on the Board shall carry out the responsibilities of the Chair or, if there are more than one Vice Chairs with like incumbency, the Board shall act to determine which of the Vice Chairs shall act in case of such absence or disability of the Chair.
The President is appointed by the Senior Alumni and Development Officer of the University and shall normally be the senior official of the central University then in charge of its alumni relations activities. The President is the chief staff officer of the CAA and is the day-to-day liaison with the University. The President is a voting member of all committees, with the exception of the Alumni Trustee Nominating Committee and the Governance Committee, of which he or she is not a voting member.
The Nominating Committee, acting at a reasonable time before any annual meeting of the Board, shall nominate candidates to be Officers of the CAA. Any member of the Board shall have the right to present himself or herself, or another member, to the Nominating Committee and request to be considered for nomination. In addition, any member of the Board shall, by petition of fifty members of the CAA filed with the Nominating Committee at least 90 days before the next annual or special meeting of the Board, be deemed nominated. No person shall be elected to be an Officer unless he or she shall have consented to his or her nomination and has agreed to serve if elected, either electronically or in writing or personally at the annual meeting.
- Election of the Officers of the CAA shall take place at a meeting of the Board (or otherwise in the event of exigent or precipitous circumstances as determined by an act of the Board). Terms of office shall be two years, for a maximum of two consecutive terms except if resignation or removal occurs before then. If elections are not held in time to replace an Officer at the end of the two-year term due to exigent or precipitous circumstances, the office holder shall remain until the election of the office holder’s successor. If there is only one candidate for any particular office, the Chair may put the matter of election to a voice vote. If the number of candidates for any office is greater than one, each member of the Board or her or his proxy will have the right to vote by confidential ballot and voting shall continue until one candidate shall have received a majority of the votes of those members voting. No person may concurrently hold more than one office.
- Any Officer may be removed from office at any time, with or without cause, by a two- thirds majority of the entire Board. In the event any Officer is removed from the Board as provided in Article IV, Section 8, that person shall automatically be removed from his or her office effective the same date and time as his or her removal from the Board.
- The Board is hereby empowered, by majority vote at a meeting at which a quorum is present, or in lieu thereof by written consent of a majority of the whole Board, to fill any vacancy of any office at any time. The Officer so appointed shall serve the remainder of the original Officer’s term.
- Any Officer may resign at any time by giving written notice to the Chair. Any such resignation shall take effect at the time of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Article VI Committees
The Board shall maintain the standing committees named in these Bylaws. Other standing committees shall be established, or the standing committees listed below may be changed, by action of the Board. All standing committees shall consist of no fewer than five members.
The ATNC shall be responsible for identifying and nominating potential alumni trustees (“Alumni Trustees”) to the board of Trustees of the University. The ATNC shall be comprised of one representative from each School of the University, selected by that School’s alumni association or equivalent body, in consultation with the Dean of the School (and any former school of the University’s alumni association or equivalent body, in consultation with the Chair of the CAA, for a twelve year period after its closure). Each member may serve up to two four-year terms. Chairmanship of the committee, a two-year term, rotates among the schools in alphabetical order. Members of the ATNC may not be officers or members of the Trustees of the University or the President of the CAA.
A Governance Committee shall consider and recommend or reject any proposed amendments to the bylaws. Any proposed amendments may be presented at any time during the year and voted upon at any meeting of the Board of the CAA. The Governance Committee also shall advise the Board concerning interpretation of these bylaws and the governance of the CAA upon request of the Board. The Governance Committee will revisit the CAA governing documents on a periodic basis to ensure that the governing documents of the CAA reflect the goals and objectives of the organization. Any changes to the bylaws must be approved by a vote of the Trustees of the University. Amendments shall be communicated to the general alumni body.
The Associations and Clubs Committee shall foster relationships among Regional Clubs of the CAA and Shared Interest Groups. With the goal of sharing best practices among Regional Clubs of CAA and Shared Interest Groups, the Associations and Clubs Committee shall support developing Columbia alumni leaders from these communities and providing operational support models and best practices for the benefit of all alumni groups. The Committee shall have the ability to approve the establishment of new Shared Interest Groups and Regional Clubs with the consent of the CAA Chair.
The Alumni Outreach and Services Committee shall be responsible for strategic planning as it relates to outreach, engagement, and CAA- provided alumni benefits. This shall include the dissemination of information to individual members, School-based partners, Shared Interest Groups, and Regional Clubs for the purposes of the CAA as described in Article II. The Alumni Outreach and Services Committee works toward strategic use of communications channels, including the CAA website, social media, and other platforms for outreach and engagement.
Through strategic use of technology and communications strategies, the Alumni Outreach and Services Committee shall addresses professional connections and networking initiatives as part of the CAA's career services program. The Alumni Outreach and Services Committee shall also work with the staff on issues related to insurance programs, prescription drug plans, travel programs and other programs that offer benefits to alumni and financial remuneration to the University, as well as programs which are managed by the CAA with direct benefit to alumni but no financial advantages to the University.
The Programs Committee shall be responsible for facilitating alumni involvement in University and CAA programs, as well as planning the CAA programs which are not otherwise the responsibility of another committee. The Programs Committee shall assess the feasibility of and benefit derived from CAA programming. The Committee will be responsible for ensuring the connections of alumni to their Schools through CAA programming.
The Recent Alumni and Student Relations Committee, including at least one current undergraduate and one current graduate student, shall advise the CAA on programming to engage recent alumni of the University and facilitate their involvement. The Recent Alumni and Student Relations Committee shall work to create meaningful connections between current students and recent graduates. The Recent Alumni and Student Relations Committee shall work closely with School-based recent alumni leaders and, when appropriate, student groups to build an ongoing sense of community.
The Honors and Prizes Committee shall manage the nomination process for all medals and awards given by the CAA, including the Alumni Medal for Outstanding Service to the University. The Honors and Prizes Committee shall be comprised solely of holders of the Alumni Medal for Outstanding Service to the University (i.e. membership is not limited to members of the Board), who serve for up to two three-year terms. All award nominations shall be submitted to the Board for approval. The Committee is also charged with the submission of additional alumni nominations to add to the pool of names for the University Medal for Excellence and honorary doctorates.
The Strategic Planning Committee shall be charged with developing strategies to engage alumni of all Columbia’s Schools and Affiliate Schools with the CAA, and creating connections between alumni and their respective Schools. Membership consists of not fewer than five members of the Board and also may include non-Board members. The Committee shall be responsible for the ongoing oversight of the strategic planning process, the plan, and annual review of progress toward the goals.
The CAA Arts Access Committee shall be tasked with providing guidance and advice on the strategic direction for CAA Arts Access. The Committee will work to build membership and enhanced programming aligning strategically with the goals of the CAA. The Committee will work to ensure CAA Arts Access engages both those working/affiliated with the arts and the general alumni community interested in Columbia’s special and unique access to the arts.
The Columbia Alumni Leaders Planning Committee shall represent a broad cross-section of schools and international and domestic alumni constituencies. Its membership shall consist of not fewer than five members of the Board and will include non-Board members. Its work shall include planning the overall weekend theme, assisting with programmatic content, volunteer content and providing significant outreach, and engagement support.
The Volunteer Development Committee shall be engaged in the creation, implementation, and evaluation of a comprehensive program for volunteers. The volunteer development program will encompass, but not be limited to, best practices, training, and repositories of volunteer roles and recognition opportunities. The Committee will undergo an annual review of the program and make a report of the state of volunteer development to the full Board.
The Chair may establish from time to time such ad hoc committees as may appear to further the purposes of the CAA.
The chair of any committee shall have the authority to form subcommittees, with the approval by the Chair, in order to carry out the committee’s mandate.
The Chair shall appoint committee chairs and, after consultation with the relevant chair, members. Committee chairs shall be voting members of the Board and Committee members shall be members of the CAA. Committee chairs and members serve for a term of three years and may be reappointed for successive terms. With the approval of the Chair, any committee chair may appoint non-voting consultants who need not be members of the CAA.
Article VII Amendments
Amendments to these bylaws must be approved by two-thirds of all members of the Board, acting at a duly constituted meeting of the Board. The Board shall have at least thirty days’ prior written notice of any proposed amendment. No amendment to these bylaws shall be effective unless and until approved by resolution of the Trustees of the University.
Article VIII Shared Interest Groups and Regional Clubs
As used herein, the terms “Shared Interest Groups”, and “Regional Clubs”” shall mean organizations that (a) have been authorized to use the name “Columbia” or “Columbia University” and “Alumni” (or the like) or “Graduate” (or the like) by that office reporting to the University President (or her or his designee) which at time of authorization was exercising the University’s authority over alumni matters and (b) have been approved in accordance with this Article.
Organizations wishing to be considered as Shared Interest Groups or Regional Clubs shall meet the following criteria:
- Are alumni driven;
- Have been created to serve the alumni of Columbia University, either in whole or in part, e.g. by School, affinity, region or other shared interest;
- Have a base of support led by a core of committed volunteers;
- Have adopted a constitution, bylaws, or similar written statement of purpose, which has been submitted to the Chair of the CAA for approval;
- Have well-defined leadership for purposes of membership on the Board.
Such organization shall submit for approval a request for affiliation to the Associations and Clubs Committee and satisfy that Committee that they are sufficiently viable and serve a sufficiently broad base of alumni to warrant affiliation. Following such approval of the Committee, application shall be submitted to the CAA Chair. Affiliated status may be revoked, or denied, by a resolution approved by two-thirds of the Board. A Shared Interest Group or Regional Club should not compete with a similar association or club whose membership is substantially overlapping.
The Shared Interest Groups and Regional Clubs as of August 2013 are listed in Appendix 2 and 4. These lists of approved affiliated organizations may be modified by the Board as specified in Section 3 of this Article VIII above. The office of President of the CAA shall be responsible for maintaining an accurate listing of approved Shared Interest Groups and Regional Clubs and their leadership.
Article IX Indemnification
The CAA shall indemnify, to the fullest extent permitted by the laws of the State of New York, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such individual, such individual’s testator or intestate is or was a Board member or officer of the CAA or any predecessor of the CAA, or served any other entity as a director or officer at the request of CAA or any predecessor of the CAA. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any Board member or officer may be entitled apart from the provisions of this Article.
The foregoing provision of this Article IX shall be deemed to be a contract between the CAA and each Board member and officer who serves in such capacity at any time while the bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing or any action, suit or proceeding theretofore brought based in whole or in part upon any such state of facts.
Article X Communications
Any notice, consent or other communication required or permitted under these bylaws may be given by electronic mail message or other electronic means, including any web-based means and shall constitute a notice, consent or other communication in writing.
Appendix: Responsibilities of A CAA Board Member
Serve one term of three years. The term of office may be renewed once by the Nominating Committee as noted in Article 4, Section 4.
Serve on at least one committee.
Participate in all Board meetings, either by conference call or in person.
Endeavor to participate in the annual Columbia Alumni Leaders Weekend and ensure the participation of one to five new participants for the Alumni Leaders Weekend each year.
Each member will report to his/her School alumni organization or related organization or will regularly update these organizations regarding the work of the Columbia Alumni Association. Additionally, each member will represent his/her respective School or related organization at the CAA Board meetings. Similarly, all members should engage in periodic dialogue with their respective School-based alumni director(s). Members should work with the staff of the CAA to coordinate these efforts.
When attending School-based events or programs, University-wide/CAA signature events, and/or at regional club programs, each member will represent the CAA either formally (as a program participant) or informally (as an engaged audience member and networker). If appropriate, members should engage as social media ambassadors as well; using whatever platforms the member regularly frequents.
Endeavor to set an example for fellow alumni by making an annual gift to Columbia at a level appropriate to the member’s means.