Bylaws

Bylaws of the Alumnae Association of Bryn Mawr College

ARTICLE I: NAME

The name of this legal entity shall be the Alumnae Association of Bryn Mawr College, hereinafter referred to as “the Association.” The term “Alumnae/i” shall be deemed inclusive of all Members of the Association as set forth in Article VI.

ARTICLE II: PURPOSE

The purpose of the Association is to: (1) unite the graduates and former students of Bryn Mawr College (“the College”) in pursuing excellence as global citizens and leaders; (2) support the students, faculty, staff, and the Trustees of the College in the advancement of the College; and (3) foster pride and fellowship among the Members of the Association.

ARTICLE III: DIVERSITY, EQUITY, AND INCLUSION 

The Association recognizes that the College and its community continue to grapple with the past and present realities of discrimination. The Association joins the College in building a more inclusive community and addressing all forms of exclusion rooted in social and cultural identities and their intersections. Like the College, the Association advances a core commitment to diversity and representation in all of its forms by recognizing the excellence and richness that comes with this core commitment for all people in its learning environment.

ARTICLE IV: OFFICES

The principal office of the Association shall be located at 101 North Merion Avenue, Bryn Mawr, PA 19010.

ARTICLE V: FISCAL YEAR

The fiscal year of the Association shall match the fiscal year of the College, which is June 1 to May 31.

ARTICLE VI: QUALIFICATIONS FOR MEMBERSHIP IN THE ASSOCIATION

The following people shall be Members of the Association and shall be entitled to all privileges of Membership:

1. Each person who holds one or more academic degrees from the College;
2. Each person who meets the definition of alumnae/i, as defined by the College.

ARTICLE VII: ALUMNAE/I LEADERSHIP COUNCIL

Section 7.1. General Matters and Number of Directors: The affairs of the Association shall be managed by Directors, to be known as the Alumnae/i Leadership Council (ALC), consisting of not fewer than five (5) and not more than twenty-five (25) voting Directors. Each Director must be a Member of the Association.

Section 7.2. Voting and Non-Voting Directors of the ALC: The ALC shall be composed of the following Directors:

1. Voting Directors: The following Directors shall have full voting rights on the ALC:
   1. The President of the Alumnae Association/ALC (the President)
   2. The Vice President of the Alumnae Association/ALC (the Vice President)
   3. The Secretary-Treasurer
   4. Members-at-Large, nominated by the Committee on Leadership Development. The Members-at-Large includes a Bryn Mawr Fund Chair, to be appointed as needed by the President from among the Members-at-Large.
2. Non-Voting Members: The ALC also shall include the following non-voting Members, whose position on the ALC shall not count towards the ALC’s total maximum number of Directors as set forth in Section 7.1, above:
   1. President Elect: In addition to its President, the ALC also shall have a President Elect who serves on the ALC ex-officio, for the term of one year.
   2. College Staff: The ALC shall also include non-voting Members selected by the Chief Alumnae/i Relations and Development Officer.

Section 7.3. General Duties of the Directors of the ALC: The Directors of the ALC shall have all the powers and authority necessary to carry out the purposes and functions of the Association and all of the powers to perform all of the duties commonly incident to and vested in the Directors of a corporation. No unit or Member of the Association is authorized to take action in the name of the Association or to speak on behalf of the Association except for the Directors of the ALC. Each Director shall be responsible for the following general duties:

1. Attendance: All Directors are expected to attend meetings of the ALC, and, as available, participate in on-and off-campus College events.
2. Financial Contributions: All Directors are expected to provide an annual financial contribution to the College and to support the College’s fundraising activities.
3. Duty of Care: All Directors must exercise a duty of care to the Association, including familiarity with the Association’s finances and activities and regular participation in the Association’s governance. In carrying out this duty, each Director must act in good faith using the degree of diligence, care, and skill that a prudent person would use in similar positions and under similar circumstances.
4. Anti-Discrimination: Each Director must refrain from engaging in conduct that the Director knows or reasonably should know is illegal harassment or discrimination on the basis of race, sex, religion, national origin, ethnicity, disability, age, sexual orientation, gender identity, marital status, or socioeconomic status in relation to the Director’s work on behalf of the College.
5. Service on Committee on Leadership Development: The Vice President will serve as the Chair of the Committee on Leadership Development (CLD), along with a total of five (5) other Directors, for a total of six (6) ALC members. The CLD will also include seven (7) members nominated by the CLD from the alumnae/i community.

Section 7.4. Specific Duties and Responsibilities: The Directors also must carry out certain duties and responsibilities that are specific to their respective positions, as set forth in the respective Charters that are identified in Article VII Section 7.5, below.

Section 7.5 Governing Charters: There shall be Charters, each adopted by simple majority of the ALC, that shall set forth the purpose, roles, and responsibilities for each Director per below:

1. There shall be a Charter known as the General Charter of the ALC, which Charter shall set forth the specific duties and responsibilities of the President, Vice President, Secretary-Treasurer, Chairperson of the Bryn Mawr Fund, and Member-at-Large positions. 
2. There shall be a Charter known as the Charter for the Committee on Leadership Development, which Charter shall set forth the specific duties and responsibilities of its members, the purpose of the Committee, the requirements for nomination, and the process for elections. The Charter for the Committee on Leadership Development will specifically include the nomination process for Alumnae/I Association nominated trustees to serve as members of the Board of Trustees of Bryn Mawr College, in accordance with the College’s Bylaws Sections 2.04 and 2.05.

Section 7.6. Manner of Appointment and Election: The Directors shall be nominated and elected to fill the positions that are set forth in Section 7.2(a), above, pursuant to Articles VIII and XI of these Bylaws and the Charter for the Committee on Leadership Development.

Section 7.7. Terms of Office of ALC Directors: The terms of office of the ALC shall be as follows:

1. Each Director shall hold office for three years and until the election and qualification of that Director’s successor, except the President, who shall have a term of five years, and the President Elect, who shall have a term of one year starting the year immediately preceding the President Elect’s election as President.
2. Any Director who has served a full term shall be ineligible for reelection to the ALC until the period of one year shall have elapsed after the expiration of that Director’s term, except that the President Elect may be elected as President immediately following that Director’s one-year term as President Elect.
3. If a Director misses two consecutive regularly scheduled meetings without first being excused by the President, then that Director shall be deemed presumptively to have resigned voluntarily from the ALC. The ALC may deem the presumption rebutted and may reinstate that Director by a simple majority vote if that Director makes a showing of good cause to the ALC. 
4. The ALC shall have the authority to remove from office any officer, Director, member of any Standing Committee of the ALC, member of any ad hoc Committee of the ALC, member of any task force of the Association, or member holding any position in the ALC for good cause by a vote of two thirds (2/3) of the majority of the ALC.

Section 7.8. Election of ALC Directors: The election of Directors shall be as follows:

The President shall be elected every six (6) years. The first year of the President’s six (6) years of service they serve as President Elect and as a non-voting member of the ALC and Board of Trustees. For the following five years of the President’s term, the President will serve as a voting member of the ALC and the Board of Trustees.

1. The other Directors shall hold office for no more than three (3) years, without the one-year interval referenced in Section 7.7(b).
2. New Directors will be elected annually to fill open positions.

Section 7.9. Meetings of the ALC: The ALC shall meet regularly, as set forth below:

1. Regular meetings of the ALC shall be held at least three times a year on dates set by the President and not less than 14 days from the date that the President provides written notice to the Directors transmitted to the email addresses provided by each Director.
2. Special meetings of the ALC may be called by the President or any three Directors upon Notice of a special meeting. Notice of a special meeting shall specify the date, the time, the place, and the business to be transacted at the special meeting. Notice shall be given to each Director not less than seven (7) days prior to the date of the special meeting via electronic mail transmitted to the email addresses provided by each Director.
3. The ALC or the President may invite to any meeting of the ALC any person whose presence at such meeting is deemed by the ALC or President to be in the interests of the Association.
4. A majority of the voting Directors in office shall constitute a quorum for the transaction of business. Action by the ALC shall be taken by majority vote at a meeting at which a quorum is present.
5. Though the preference is to have Directors appear at meetings of the ALC in person, any one or more persons may participate in a meeting of the ALC or of a Committee or Task Force of the ALC by teleconference, by videoconference, by web conference, or by utilizing other technologies by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.

Section 7.10. Other Committees of the ALC: The ALC may, by resolution adopted by a majority of the voting Directors, designate ad hoc committees of the ALC as it may deem appropriate from time to time, and to the extent provided in a resolution, those committees shall have the authority of the ALC, except as limited by the Board of Trustees or by law. In such resolution, the ALC shall set forth the general purpose of such ad hoc committee and shall include any other guidelines for such ad hoc committee that it deems advisable. Any chairpersons of such ad hoc committees will report to the ALC but will not have voting rights or be considered a Director, unless they have been otherwise elected as a Director as defined in Section 7.2(a).

ARTICLE VIII: ANNUAL VOTE OF THE MEMBERS OF THE ASSOCIATION

Section 8.1. Frequency: The Annual Vote of the Members of the Association shall be held once per fiscal year on a date fixed by the ALC.

Section 8.2. Method: The Annual Vote shall be held electronically; a virtual ballot shall be made available and distributed to each member of the Alumnae Association.

Section 8.3. Notice: Notice of the Annual Vote, which shall set forth the date, the means for voting, and the slate of nominated candidates proposed for election, shall be sent via electronic mail and via publication on the College’s website not less than 14 days prior to the date of such vote.

Section 8.4. Quorum: One hundred Members of the Association shall constitute a quorum for the transaction of business.

ARTICLE IX: SPECIAL MEETINGS OF THE ASSOCIATION

Section 9.1 General: Special Meetings may be called at any time by the President and must be called by the President on the written request of at least 10% of the Members of the Association.

Section 9.2. Notice: Notice of a Special Meeting specifying the date, the time, the location, and the business to be transacted at the Special Meeting shall be given not less than ten (10) days prior to the date of such meeting to each member of the Association. No business shall be transacted at a special meeting except that specified in the notice. 

Section 9.3. Location:  Special Meetings may be held at the College or virtually, provided that adequate notice is provided in accordance with Section 9.2, above.

ARTICLE X: NOTICE TO MEMBERS OF THE ASSOCIATION

Except as provided expressly in any section above, if written Notice is required to be given to any Member of the Association, it may be given by sending a copy thereof by first class mail, postage prepaid, or via electronic mail to the addresses of record supplied to the Association. If the Notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail. If the Notice is transmitted via electronic mail, it shall be deemed to have been given upon transmission.

ARTICLE XI: NOMINATION PROCESS AND ELECTIONS

Section 11.1. Nominations Generally: The process for nominating candidates to the ALC is outlined in the Charter for the Committee on Leadership Development. The ALC, Members of the Association, members of the Board of Trustees of Bryn Mawr College, and members of the administration of Bryn Mawr College may nominate candidates for consideration by the Committee on Leadership Development.

Section 11.2. Presentation of the Slate of Nominations: The President or the President’s designee presents the names of the slate to the Association. The names of those nominated by the Committee on Leadership Development shall be presented to the Membership for vote as set forth in the Charter on Leadership Development.

Section 11.3. Commencement of Term: After the election, a Director’s term begins at the start of the fiscal year.

ARTICLE XII: Relationship with Division of Alumnae/i Relations and Development

The ALC shall cooperate with the Division of Alumnae/i Relations and Development in advancing the objectives of the Association and the College.

ARTICLE XIII: AMENDMENTS TO THESE BYLAWS

Section 13.1. Proposal: The ALC’s members shall review these Bylaws at regular, appropriate intervals, and no less than once every five (5) years, and may recommend action by the ALC on any proposed amendments. The ALC may delegate the preparation of proposed amendments to these Bylaws to a subcommittee of the Directors. Any Member of the ALC may propose an amendment to these Bylaws by submitting the proposed amendment to the Bylaws to the President in writing. Any Member of the Association may propose an amendment to these Bylaws by submitting the proposed amendment in writing to the President accompanied by a petition in support of such Amendment signed by at least one percent (1%) of the members of the Association.

Section 13.2. Notice: When an amendment has been proposed pursuant to Section 13.1, above, the proposed amendment must be transmitted electronically or via U.S. Mail to each Director of the ALC. A vote on such amendment may not occur any earlier than the fifteenth (15) day after notice is provided as set forth herein.

Section 13.3. Approval or Rejection of Proposed Amendment: When the requirements of Section 13.1 and Section 13.2, above, have been met, and except as otherwise provided by law, the ALC may approve or reject the proposed amendment by majority, as set forth by Section 7.9(d), at any meeting of the ALC or by electronic vote at which a quorum is present.

ARTICLE XIV: DISSOLUTION

In case of dissolution of the Association or the winding up of its affairs, the ALC shall discharge the liabilities of the Association, and any surplus remaining after paying or providing for all liabilities of the Association shall be distributed by the ALC, after consultation with the Board of Trustees of the College, for educational purposes consistent with the purposes and objectives of the Association and the College.