Dear RPI Alumni,
Before delving into our latest update, we want to remind everyone that the Rensselaer Alumni Association (RAA) “election,” originally scheduled for February 1st, was canceled by the RAA Board. No new date has been provided as the Board plans to “continue working with its current [Board] members until such time that they are replaced.”
Renew Rensselaer wishes to provide you with a review of why we pursued legal action, a sense of what to expect from the RAA Board, and an update on the status and timing of the related court process.
Why We Pursued Legal Action – Since its inception, Renew Rensselaer has sought a greater voice for RPI alumni concerning the governance of the RAA and, more broadly, the Institute. We firmly believe alumni empowered by a choice in representatives are more likely to volunteer their time and contribute financially to RPI. The best way to engage highly educated, intelligent alumni is through shared governance and participatory management for all stakeholders. It seems this type of governance philosophy is why the RAA’s founders had the organization chartered as a membership corporation with voting rights for the members (all RPI alumni).
In such a membership corporation, the power of the board is derived from the expressed will and consent of the membership. We believe the RAA membership has the right, recognized by law, to amend and repeal its Bylaws for corporate governance, including those for nominations and elections of Trustees. However, the incumbent RAA Board has asserted the RAA membership has no governance rights. The Board’s counsel has gone so far as to argue “members of the RAA do not have a vested right to vote for its directors or trustees” despite the RAA’s Charter explicitly stating Trustees are “to be elected by the membership of the RAA.
Over the past ten months, Renew Rensselaer has made several proposals to the RAA Board for bylaw amendments that would restore the governance rights of the membership–including the ability to create a process for free and fair elections–all of which were rejected. As the RAA Board refuses to acknowledge the RAA Bylaws, in their current form, improperly restricting the exercise of those governance rights, our only option was to take legal action. We contend Section 602 of the New York Non-Profit Corporation Law (NPC) empowers the RAA membership to amend the RAA Bylaws and, thereby, change the current, self-perpetuating model of board governance. In fact, we believe the rights of the RAA membership transcend those of the board with respect to amending and repealing its Bylaws. In the RAA Board’s opinion, it has the unilateral right to make changes to the Bylaws whenever it pleases.
Upcoming RAA Board Meeting(s) – In recent emails and at the RAA’s December 7th “informal meeting,” the RAA President indicated the Board is working on unilateral amendments to the Bylaws. We anticipate passage of certain amendments at upcoming Board meeting(s) in an attempt to placate alumni concerns about the nomination and election process for Trustees. We further expect these amendments to ring hollow in that they will neither provide real choice for alumni, nor recognition of the members’ right to amend the Bylaws. The question of member rights, pursuant to Section 602, will remain open until resolved by the court.
Pending Court Filings and Ruling – We plan to file a new Memorandum of Law in response to the RAA’s Motion for Dismissal, which was filed on December 20th. Following our filing, the RAA and its counsel will have a week to respond. Therefore, we anticipate the court will begin ruling on motions in mid-to-late February. A ruling in our favor will compel the RAA Board to recognize the right of RPI alumni to amend and repeal the RAA Bylaws, in accordance with Section 602 of the NPC, and empower alumni to enact a free and fair election process. If you are especially interested in following our case, we regularly update the Archive section of our website with the latest legal documents.
It is the difference in legal interpretation of Section 602 that has brought us to the current impasse, the resolution of which will determine how the RAA is to be governed going forward. We are optimistic about the outcome in the State Supreme Court and no matter what, we will continue to fight for alumni rights as we work to improve our alma mater. Should this fight require us to appeal the ruling to the Appellate Court, we are fully prepared to do so; however, this will necessitate additional financial support. Given the generous contributions we have received thus far, we would be grateful if our Renew Rensselaer supporters continued to help finance these legal efforts, should the time come.
We sincerely appreciate all of your emails and other communications that demonstrate we are doing something meaningful for RPI, its alumni, and, most importantly, its students. Please share our updates with fellow RPI alumni, and encourage them to show their school spirit by signing the Renew Rensselaer Platform!