Bylaws of the Colorado College Alumni Association
(as amended 4/7/17)
A. Any person who attends The Colorado College (College) for two full semesters in good standing is an alumnus/a of the College. Every alumnus/a of the College is a member of The Colorado College Alumni Association (Association). The purposes of the Association shall be to advance the general interests of the College and its alumni; to promote the College as a liberal arts college of excellence and national and international distinction; and to promote the participation of alumni in the College's affairs.
B. The Association shall be administered by the volunteer Alumni Association Board (Association Board), a board composed of members to be selected as provided in these Bylaws. The activities of the Association and the Association Board shall be consistent with and conducted pursuant to the authority of these Bylaws. These Bylaws have been adopted for the benefit of the College and its alumni.
C. Prior to June 30 of each odd-numbered year the Association Board President-Elect, in conjunction with the Board President and the Governance Committee, shall determine the number and criteria for members to be selected to serve on the Association Board. The Association Board shall amend and/or ratify the general criteria. Any member of the Association Board may provide names for consideration by the Governance Committee, and shall have an opportunity to provide information to the Governance Committee in support of the proposed member. The selected members shall serve staggered four (4) year terms with members’ terms expiring on June 30 of odd numbered years, commencing in 2001.
1. Commencing with the approval of these Bylaws, a member may serve no more than three (3) consecutive four (4) year terms.
2. Vacancies on the Association Board may occur upon the death, resignation, or removal of a member pursuant to the vote of the Governance Committee. A member selected to fill a vacancy on the Association Board will serve the remainder of the term vacated and be eligible to serve two additional terms thereafter. Selection of a replacement member may be made by a majority vote of the members of the Governance Committee, such action to be accomplished with or without a formal meeting of the Governance Committee.
D. The President of the College, the Vice President of Alumni, Development and College Relations, the Director of Alumni Relations, and other College administrators at the discretion of the President of the Association Board shall be non-voting members of the Association Board. The elected Alumni Trustees of the College and the President of the College Fifty Year Club shall be voting members of the Association Board during their term of office. A member of the Student Alumni Association designated by that organization shall serve a one (1) year term as a voting member of the Board and such person may be designated to serve more than one term.
E. The fiscal year of the Association shall be the same as the fiscal year adopted by the College from time to time.
Association Board Members and Officers
A. Only members of the Association shall be eligible for selection as members and officers of the Association Board. Except as provided in Article II, Section C below, a vacancy in any office may be filled by the Governance Committee, in consultation with the Board President, for the unexpired term or, at the Governance Committee's option, may be filled by the Association Board at its next meeting. Members of the Alumni Board are required to participate in annual giving to the College in accordance with their financial abilities. Members are required to attend all scheduled meetings. Two unexcused absences per term are allowed, and additional excused absences may be granted at the discretion of the President.
B. The President of the Association Board, or his/her designee, shall preside at all meetings of the Association Board and the Executive Committee.
C. The President-Elect shall automatically succeed to the presidency upon the conclusion of the President's two (2) year term or in the event of the President's earlier inability to serve. The President-Elect shall be an ex officio member of each Committee provided for in these Bylaws or otherwise appointed.
D. The Secretary shall serve a two (2) year term and may be elected to serve more than one term. The Secretary shall keep the minutes and records of the Association Board and shall give notice of its meetings. The Secretary shall send, or cause to be sent, copies of the minutes of Executive Committee and Association Board meetings to each member of the Association Board.
Association Board Committees
A. An Executive Committee shall consist of the President, President-Elect, immediate past President, Secretary and chairs of existing committees. The Executive Committee members shall be members of the Association Board. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Association Board or its Officers of any responsibility imposed by these Bylaws.
B. The Executive Committee, when the Association Board is not in session, shall have and may exercise all of the authority of the Association Board except to the extent, if any, that such authority shall be limited by these Bylaws, or by resolutions passed by the Association Board.
C. Members of any committee may participate in a meeting of that committee by means of telephone or similar communications equipment, electronic mail or other electronic means. Such participation shall constitute presence in person at the meeting. Electronic mail and other uses of technology shall be encouraged to conduct the business of the Association Board.
D. A Governance Committee shall be appointed by the Association Board President and exist as a standing committee. The committee members shall be members of the Association Board. The committee shall, in consultation with the Association Board President, nominate candidates for successor members as set forth in Article I, Paragraph C. The committee shall, in consultation with the President and President-Elect, set forth the criteria for the next President-Elect and Secretary, and present the criteria to the Association Board for approval. The committee shall maintain lists of potential nominees for these positions. Members of the Association Board may nominate candidates for the Governance Committee to consider. The committee will provide a slate of officer nominations to the Association Board for approval.
E. A Nominations and Awards Committee shall be appointed by the Association Board President and exist as a standing committee. The committee members shall be members of the Association Board. The committee shall maintain lists of potential nominees for Alumni Trustee and, in consultation with the Association Board President, provide the Association Board with its recommendations of candidates for election of Alumni Trustees. Alumni Trustees shall be nominated and elected, as the Bylaws of the Board of Trustees of the College shall provide. The Nominations and Awards Committee shall maintain lists of potential nominees for the Benezet, Worner, Riley and Spirit of Adventure Awards as well as such other awards as the Association Board may hereafter authorize or create and the committee may annually propose nominees for these awards. Members of the Nominations and Awards Committee are not eligible, while serving on the Association Board, to be nominated by the committee to receive any award.
F. A Scholarship Committee shall be appointed by the Alumni Association Board President and exist as a standing committee. Time permitting, additional committee members may volunteer for the annual selection of scholarship recipients in addition to sitting on another primary committee. The Committee shall maintain the spending intent of the funds within its spending authority in accordance with applicable law and in furtherance of the mission of The Colorado College and its governing body. It will provide the annual selection process and qualified fund recipients to the AAB for approval.
G. In consultation with the Director of Alumni Relations and the Executive Committee, the Association Board President may disband and/or create committees deemed necessary to fulfill the purposes of the Association Board and the Association and appoint the chairperson of such committees. All Committees shall be made up solely of members of the Association Board, and all members of the Association Board must serve on at least one committee.
H. The Director of Alumni Relations is an employee of the College and shall be an ex officio member of each committee provided for in these Bylaws or otherwise created.
Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Association Board, any committee, including the Executive Committee, may be taken without a meeting if a consent (or counterparts thereof) in writing, setting forth the action so taken, shall be signed by a majority of the members and delivered to the Secretary of the Association Board for inclusion in the minutes. Facsimile and electronic mail signatures
shall be acceptable. Such consent shall have the same force and effect as a vote, and may be stated as such in any document. Action taken under this Section is effective when a majority of all persons entitled to vote have signed the consent, unless the consent
specifies a different effective date. The record date for determining persons entitled to take action without a meeting is the date the first person signs the consent.
Notice of Meetings
Reasonable notice of meetings of the Association Board, Executive Committee, Nominating Committee or any other committee of the Association Board shall be given. Notice shall be transmitted by U.S. Mail, facsimile, electronic mail, or other similar method, which produces, or may produce a written document.
A. At meetings of the Association, the Association Board and the Executive Committee, the Association Board President shall determine the order of business and all parliamentary matters and rules of order.
B. The Association Board shall hold no fewer than 2 meetings annually at which it shall conduct the business of the Association. One of the meetings shall be in person and shall be deemed the annual meeting. One meeting may be held electronically or by other means. All meetings shall be open to all members of the association.
C. A member of the Association may call for a meeting of the Association Board by filing a petition signed by at least five percent (5%) of the members of the Association and delivered to the Director of Alumni Relations at least sixty days (60) prior to the date of such meeting. The Director of Alumni Relations shall give notice of such a meeting to the Association Board at least thirty (30) days prior thereto. The presiding officer at such meeting shall be the President of the Association Board or, in his or her absence, the President-Elect, Secretary or a member at large of the Executive Committee.
The Association and the Association Board shall have no funds or property of their own. All contributions to it and all property it receives or uses shall belong to and be the property of Colorado College, which is a Colorado nonprofit corporation. No funds, donations or other property of any kind shall be used for or accrue to the private or personal benefit of any individual who is a member of the Association or the Association Board.
Adoption and Amendment
A. These Bylaws were first adopted by the Association Board on October 15, 2000, and replaced the then current Constitution of the Association, which the Association Board deemed to be no longer necessary. These Bylaws were duly amended by vote of the Association Board amended on various dates set forth below. The Association Constitution and prior versions of these Bylaws shall be preserved in written form for historical purposes only. These Bylaws, as further amended, are hereby adopted by the Association Board on April 13, 2013 and replace and supersede any previously enacted Bylaws of the Association or the Association Board.
B. These Bylaws may be amended by a two-thirds (2/3) vote of the Association Board voting in person or by proxy at any meeting of the Association Board at which a quorum is present in person or by proxy.
10-18-79, 10-03-80, 10-07-83, 10-03-86, 10-08-88, 04-07-91, 10-10-92, 04-04-93, 10-15-
95, 10-15-00, 10-14-01, 10-12-08, 04-05-09, 11-09-12, 04-13-13 and 11-10-16, 4-7-17.