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Alumnae and Alumni of Vassar College Bylaws

Adopted June 1980 — Amended June 1992; June 2000; June 2005; June 2008; June 2013; June 2016

ARTICLE I. NAME

The name of this Association shall be the Alumnae and Alumni of Vassar College (hereinafter, the “Association”).

ARTICLE II. PURPOSE

The purpose of the Association shall be to lead the alumnae/i of Vassar College to advance the interests and mission of the College.

ARTICLE III. MEMBERSHIP

Any graduate of Vassar College shall be an active member of the Association. Any former student of Vassar College shall become an active member of the Association when his or her class graduates from Vassar College. The membership shall have an Annual Meeting, typically Reunion weekend each June.

ARTICLE IV. BOARD OF DIRECTORS

Sec. 1. Number.
  1. The Board of Directors (collectively, the “Board” and individually, the “Directors”) shall manage the affairs of the Association.
  2. The number of Directors constituting the entire Board shall number not less than fifteen (15) and not more than twenty-five (25).
  3. As used in these Bylaws, the terms “entire Board,” “Board” or “Board of Directors” means the total number of Directors entitled to vote if there were no vacancies.
  4. The Board shall consist of the following:
    1. Those individuals who are elected by the members of the Association to the officer positions specified in or pursuant to Article V of these Bylaws (hereinafter, the “Officer Directors”);
    2. Those individuals elected by the members of the Association as committee chairs in accordance with Section 2, 3, 4, 5, 6, 7 or 8 of Article IX of these Bylaws (hereinafter, the “Committee Chair Directors”);
    3. Those individuals serving as members of the Nominating Committee;
    4. Those individuals (other than the President of the Association) who are elected by the members of the Association to be Trustees of Vassar College (hereinafter, the “AAVC Trustees”) in accordance with Article XII.
Sec. 2. Meetings.
  1. The Board shall meet three (3) times annually, or at the call of the President, or at the written request of eight (8) Directors filed with the Associate Vice President for Engagement and Executive Director of the Alumnae and Alumni of Vassar College (hereinafter, the “Associate Vice President”) (see, Article VI).
  2. Notice of each meeting shall be given not less than ten (10) days in advance of such meeting. Unless otherwise specified in the notice thereof, any and all business may be transacted at any meeting of the Board.
  3. Any member of the Board of Directors or of any committee may participate in a meeting by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to communicate simultaneously.
Sec. 3. Quorum.

Ten (10) Directors shall constitute a quorum for the transaction of business at a Board meeting, and any act of a majority of those Directors present at a meeting shall be the act of the Board.

Sec. 4. Vacancies.

Should any Director position become vacant before the term of that Director has expired, the President, with the advice and input from the Nominating Committee, may designate an individual to fill such vacancy; the designee’s role shall be non-voting unless and until his or her appointment is ratified by the Board at the next Board meeting. Persons appointed by the Board to fill vacancies shall hold office until July 1st following the next annual meeting of members of the Association, at which meeting the members will elect an individual to fill each unexpired term.

Sec. 5. Voting.

The majority vote of the members of the Board present at a meeting at the time of a vote shall be the act of the Board, provided that a quorum is present and except as may be otherwise specified herein. In addition, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing (by mail or electronic mail) to the adoption of a resolution authorizing the action. In all such cases, the votes will be confirmed and recorded by the Associate Vice President.

ARTICLE V. OFFICERS

Sec. 1. Officers.

The officers of the Association shall be the individuals elected by the membership to hold the offices specified below. All officers so elected shall be elected to four-year terms.

Sec. 2. Powers and Duties.

The powers and duties of the officers shall be such as the Board may prescribe, in addition to the following specified powers and duties:

  1. President: shall be the chief executive officer of the Association. The President shall be the chair of the Board of Directors and shall preside at all meetings of the Board of Directors, the members of the Association, and the Executive Committee. The President is an ex officio member of all committees and subcommittees.
  2. Vice President for Operations: shall oversee the governance of the Board of Directors; the orientation process for new Directors and committees; the Bylaws of the Association; and the presentation of Alumnae/i Awards. The Vice President for Operations shall exercise the powers and perform the duties of the President in the event of the absence or incapacity of the President.
  3. Vice President for Strategic Planning: shall oversee the strategic planning process and direct the progress of the Association, the current strategic plan, and serve as the primary liaison to the chairs of any appointed task forces and/or standing committees. The Vice President for Strategic Planning shall exercise the powers and perform the duties of the President in the event of the absence or incapacity of the President and the Vice President for Operations.
Sec. 3. Vacancies.

The resignation of an officer shall be deemed also to be resignation of his or her Directorship. In the event of the death, resignation or removal of the President before the expiration of the President’s term of office, the Vice President of Operations shall assume his or her responsibilities, until such time as a successor can be appointed pursuant to Article IV, Sec. 4.

ARTICLE VI. ASSOCIATE VICE PRESIDENT FOR ALUMNAE/I ENGAGEMENT AND EXECUTIVE DIRECTOR OF THE ALUMNAE AND ALUMNI OF VASSAR COLLEGE

The Board of Directors shall advise the Office of Alumnae/i Affairs and Development on the appointment and retention of the Associate Vice President for Alumnae/i Engagement and Executive Director of the Alumnae and Alumni of Vassar College (hereinafter, the “Associate Vice President”). The Associate Vice President will be an employee of Vassar College, reporting directly to the Vice President of Alumnae/i Affairs and Development. The Associate Vice President shall supervise the activities and affairs of the Association in accordance with policies and procedures established by the Board of Directors, and shall be responsible for the records of the Association, the minutes of meetings of the Board of Directors and the annual meeting, notices of meetings, and the official correspondence of the Association.

ARTICLE VII. EDITOR OF VASSAR MAGAZINE

Sec. 1. Editor.

The editor of Vassar Magazine (formerly the Vassar Quarterly) shall be hired by the Vice President for Communications, with the advice and input of the Board, and shall have the title of Director of Alumnae/i Communications.

ARTICLE VIII. MEETINGS OF MEMBERS OF THE ASSOCIATION

Sec. 1. Annual Meeting.

The annual meeting of the members of the Association, for the election of officer Directors, committee chair Directors, AAVC Trustees, and other Directors, and the transaction of any other business, which may come before the meeting, shall be held at Vassar College at a time to be determined by the Board of Directors. Notice of each annual meeting shall be given to each member not less than thirty (30) days in advance of such meeting.

Sec. 2. Special Meetings.

Special meetings of members of the Association shall be held at Vassar College at a time to be determined by the Board of Directors and may be called by the Board or upon the written request of two hundred (200) members, representing at least fifteen (15) classes and ten (10) states, such request to be filed with the Associate Vice President and to specify a date therefor which is not less than two (2) months, nor more than three (3) months, from the date of such written request. Notice of such meeting shall be given to each member not less than thirty (30) days prior to the date set for such meeting and shall give notice of the business to come before the meeting.

Sec. 3. Quorum.

Except as may be otherwise specifically required by these Bylaws, one hundred (100) members of the Association shall constitute a quorum for the transaction of business at a members’ meeting, and any act of a majority of the members present at a meeting shall be the act of the Association.

ARTICLE IX. COMMITTEES

Sec. 1. Executive Committee.

The Executive Committee shall exercise such powers and perform such duties as the Board of Directors may from time to time direct. It shall consist of the President, Vice Presidents, all committee chairs, and AAVC Trustees; provided, however, that at no time shall there be less than five members of the Executive Committee. The President shall be the chair of the Executive Committee. The staff liaison for the Executive Committee shall be the Associate Vice President.

Sec. 2. Nominating Committee.

The Nominating Committee shall consist of a chair and not less than four additional committee members. The chair of the Nominating Committee shall be elected as chair by the members of the Association at an annual meeting for a four-year term and shall serve on the Board. The other committee members shall be elected by the Association for three-year terms, and shall themselves serve on the Board as voting members. The staff liaison for the Nominating Committee shall be the Associate Vice President.

Sec. 3. The Vassar Fund Council.

The Vassar Fund Council shall consist of a chair and not less than four additional committee members. The chair of The Vassar Fund Council shall be elected as chair by the members of the Association at an annual meeting for a four-year term, and shall serve on the Board. The other committee members shall be appointed by the Board for three-year terms. The Vassar Fund Council shall advise the Office of Alumnae/i Affairs and Development with respect to encouraging the financial support of Vassar College by the membership. The staff liaison for the Vassar Fund Council shall be the Director of the Vassar Fund.

Sec. 4. Alumnae House Committee.

The Alumnae House Committee shall consist of a chair and not less than two additional committee members. The chair of the Alumnae House Committee shall be elected as chair by the members of the Association at an annual meeting for a four-year term. The other committee members shall be appointed by the Board for one-year terms. The Alumnae House Committee shall advise on the decoration and operation of the Association’s headquarters at Alumnae House, Poughkeepsie, New York. The staff liaison for the Alumnae House Committee shall be the Manager of the Alumnae House.

Sec. 5 Communications Advisory Committee.

The Communications Advisory Committee shall be available for consultation and support on alumnae/i-related print and digital communications. The chair of the Communications Advisory Committee shall be elected as chair by the members of the Association at an annual meeting for a four-year term. The other committee members shall be appointed by the Board for one-year terms. The staff liaison for the Communications Advisory Committee shall be the Director of Alumnae/i Communications.

Sec. 6. Alumnae/i Recognition Committee.

The Alumnae/i Recognition Committee shall consist of a chair and not less than four additional committee members appointed by the Board for three-year terms. The Alumnae/i Recognition Committee shall select members of the Association to receive designated annual awards. These awards are presently defined as: (i) the Outstanding Achievement Award; (ii) the Service to Vassar Award; and (iii) the Spirit of Vassar Award. The Alumnae/i Recognition Committee shall, from time to time, review these categories of awards and suggest modifications to the Board. The staff liaison for the Alumnae/i Recognition Committee shall be the Associate Vice President.

Sec. 7. Career Networking Committee.

The Career Networking Committee shall consist of a chair and not less than four additional committee members appointed by the Board for three-year terms. The Career Networking Committee shall advise Vassar College on its career-related services including, but not limited to, recruitment initiatives for students, graduate school support for students and alumnae/i, alumnae/i career support, and professional networking events. The staff liaisons for the Career Networking Committee shall be the Senior Director of Alumnae/i Engagement and the Director of the Career Development Office.

Sec. 8. Clubs and Regional Networks Committee.

The Clubs and Regional Networks Committee shall consist of a chair and not less than four additional committee members appointed by the Board for three-year terms. Each member should be a Club President or designated leader/representative of a regional alumnae/i network. The Clubs and Regional Networks Committee shall advise the Office of Alumnae/i Affairs and Development on the strength of Vassar’s regional presence around the country. International clubs and affiliate groups shall be separately consulted and represented by the Associate Vice President for Regional and International Programs. The staff liaison for the Clubs and Regional Networks Committee shall be the Senior Director of Alumnae/i Engagement.

Sec. 9. Special Committees and Task Forces of the Board and of the Association.

The Executive Committee may create special committees and task forces of the Board or of the Association, designating by resolution the purpose and powers of such committees. The chairs of each special committee shall be appointed by the Executive Committee. The terms of membership on special committees shall be for such period as set forth in the resolution designating the purpose and powers of such committees.

Sec. 10. Observers to the Board.
  1. From time to time, the Board may approve groups or associations of alumnae/i as observers to the Board.
  2. The African American Alumnae/i of Vassar College (AAAVC) was formed in 1984 as a steering committee. The AAAVC steering committee has two co-chairs, who shall serve as observers to the Board and may fully participate in discussions at meetings, but without any voting rights.
  3. Two students – the current Senior Class President and a member of the Vassar Student Association (VSA) Executive Board, selected by the VSA – shall be invited to attend regular Board meetings.

ARTICLE X. VASSAR CLUBS AND VASSAR REGIONAL NETWORKS

The Clubs and Regional Networks Committee (see, Article IX, Sec. 8) shall oversee and coordinate the activities of Vassar Clubs and Regional Networks. These groups shall have budgets provided by the Office of Alumnae/i Affairs and Development.

ARTICLE XI. AAVC TRUSTEES

Sec. 1. Definition.

The alumnae/i representatives nominated by the membership of the Association, and elected by the Board of Trustees of Vassar College, to serve as trustees of Vassar College shall be known as the AAVC Trustees of the Association.

Sec. 2. Number and Term.

There shall be no more than six (6) AAVC Trustees, each of whom shall be eligible to serve for the standard term of a trustee of Vassar College (presently, four years), and one of whom shall be President of the Association. AAVC Trustees shall have the same rights, powers, responsibilities, obligations, liabilities, and coverage as the members of the Board of Trustees, and shall agree to the same in the same manner as the members of the Board of Trustees prior to commencement of their terms.

Sec. 3. Nominations.

From a list of nominees presented by the Nominating Committee, the members of the Association shall nominate individuals to be AAVC Trustees, subject to confirmation by the Board of Trustees of Vassar College. Each nominee to be an AAVC Trustee shall be a member of the Association. No nominee’s name shall be presented for vote without the nominee’s consent. The members of the Association shall nominate one such individual in each even year (e.g., 2020) and two such individuals in each odd year (e.g., 2021). The individual elected as President of the Association shall be deemed to be the members’ nominee for a concurrent four-year term as an AAVC Trustee of Vassar College.

ARTICLE XII. NOMINATIONS

Sec. 1. Nominations by Committee.

The Nominating Committee shall select members of the Association to serve in the positions outlined herein in accordance with procedures adopted by the Board of Directors. The Nominating Committee shall identify members to fill all positions where the term of the sitting Director will expire.

Sec. 2. Independent Nominations.

Nominations may also be made by petition, such petition to be signed by not less than fifty (50) members, of the Association representing at least ten (10) classes and five (5) states, and filed with the Associate Vice President not more than thirty (30) days after publication of the slate of the Nominating Committee. Such petition must be accompanied by the written permission of the candidate.

ARTICLE XIII. ELECTIONS

Sec. 1. Method.

The names of all nominees for all offices who have been duly nominated shall be announced on the Association’s website, alums.vassar.edu, or by any other means deemed appropriate by the Board or Nominating Committee, at least forty-five days before the Annual Meeting, together with notice of the right to make independent nominations as provided in Article XIII, Sec. 2.

Sec. 2. Voting.

The membership shall vote during the Annual Meeting, at a time and place proscribed by the Board of Directors, on the slate presented by the Nominating Committee. A majority approval of the slate shall constitute ratification.

ARTICLE XIV. AMENDMENTS

The Bylaws may be amended by a two-thirds vote of the entire Board of Directors, which amendment shall be ratified by a majority of the votes cast at a meeting of the members of the Association. Notice of proposed amendments shall be given to each member not less than thirty (30) days in advance of such meeting.

Appendix A

Schedule of Terms
Position Selection Method Term Voting
Directors
President (1) Election at Reunion by Association 4 years Yes
Vice President for Operations (1) Election at Reunion by Association 4 years Yes
Vice President for Strategic Planning (1) Election at Reunion by Association 4 years Yes
AAVC Trustees (6 including President) Election at Reunion by Association 4 years Yes
Committee Chair Directors (7) Election at Reunion by Association 4 years Yes
Nominating Committee Members (minimum 4) Election at Reunion by Association 3 years Yes
Vassar Fund Committee Members (minimum 4) Appointed by the Board of Directors 3 years No
Alumnae House Committee Members (minimum 2) Appointed by the Board of Directors 1 year No
Communications Advisory Committee Members (minimum 4) Appointed by the Board of Directors 1 year No
Clubs and Regional Networks Committee Members (minimum 4) Appointed by the Board of Directors 3 years No
Career Networking Committee Members (minimum 4) Appointed by the Board of Directors 3 years No
Alumnae/i Recognition Committee Members (minimum 4) Appointed by the Board of Directors 3 years No
Ad Hoc Committees/Task Forces Established by Executive Committee 1 year No