Proposed Amendments to the RAA Bylaws

Submitted to RAA Board on August 1, 2020 for consideration of RAA Members at the 2020 Annual Meeting.

1. Amendment of Member Requirement for Calling Special Meeting of Members

Purpose of Amendment:

Restore the original threshold of 100 members in Article III, Section 2 as the number of members needed to call special meeting; RAA’s Board had changed this requirement to 10% of all members, which would require approximately 10,000 members to call a special meeting.

Article III, Section 2 would be amended to read as follows:

Section 2. Special Meetings of Members – Special Meetings of Members (“Special Meeting(s)”) – Special Meetings may be held at a time and place fixed by the Board. If determined by the Board, Members may attend via telephone conference or simulcast so long as all participants are able to simultaneously interact with all other parties present. The Secretary shall call such a Special Meeting upon written request of the President, or a majority of the Trustees, or one hundred (100) Members, which petition must state the purpose(s) of the meeting. Only business of the stated purpose(s) may be transacted at a Special Meeting.

2. Amendment of Article III, Section 7, to Change Voting by Proxy to Voting by Mail-in Ballot

Purpose of Amendment:

On June 6, 2020, the Board amended Article III, Section 7 to allow members to vote by proxy, on forms prepared by the Board and submitted to the members in advance of the meeting. In lieu of voting by proxy, which authorizes the Secretary to cast votes on the member’s behalf, this amendment would instead allow a member to vote directly on all issues considered by the members at the meeting through the use of a mail-in ballot, to be returned by the member by either regular or electronic mail. This amendment would also provide for the use of an independent, third party election administrator to oversee the tabulation of votes cast by members during the meeting.

Article III, Section 7 would be amended to read as follows:

Section 7. Voting – A Member in good standing shall have one vote at any meeting of Members. Any voting action taken at a meeting may be taken verbally unless a written vote is necessary, and electronic voting (i.e., authenticated web form) from Members who are virtual participants will be acceptable. Members shall additionally be permitted to vote on all matters submitted to the Members for vote at the meeting through the use of mail-in ballots distributed to the Members by the Board at least thirty (30) days in advance of the meeting. To be counted, a mail-in ballot must be received by the date of the meeting by either regular or electronic mail. Prior to the meeting, the Board shall appoint an independent third-party election administrator to oversee the tabulation of all votes cast by members during the meeting, regardless of the form of voting used.

3. Related Amendments to Article IV, Article V and Article VI, Pertaining to the Election and Composition of Trustee Officers, and the Powers and Responsibilities of Trustees

Purpose of Related Amendments:

RAA’s Bylaws have historically provided for three separate categories of Trustees: (i) Trustee Officers; (ii) Trustee Officer Designates; and (iii) Trustees-at-Large. All three categories of Trustees are voting members of RAA’s Board, and, as such, all function as true Trustees of RAA. Under RAA’s Charter, all of RAA’s Trustees are required to be elected by the members of RAA, and not by its Board. On June 6, 2020, in direct violation of RAA’s Charter, the Board amended Article IV, Section 1 to provide that the Trustee Officers of RAA will be elected by the Board, and not by the members. These amendments remove all language providing that the Trustee Officers will be elected by the Board, recognizing that as true voting Trustees of RAA’s Board, the Trustee Officers are legally required to be elected by the membership of RAA, and make further related amendments, consistent with that change.

Purpose of 1st Amendment:

To remove language providing Trustee Officers will be elected by Board.

Article IV, Section 1 would be amended to read as follows:

Section 1. Composition – The Board shall be composed of not less than five (5) and not more than thirty-six (36) voting Trustees, as follows:

  1. Trustee Officers [elected] (maximum of twelve (12).
  2. Trustee Officer Designates (maximum of three (3)
  3. Trustees-at-Large [elected] (maximum of seventeen (17).
  4. Grand Marshal [ex-officio], or an undergraduate student nominated by the Grand Marshal and approved by the Board.
  5. Graduate Council President [ex-officio], or a graduate student nominated by the Graduate Council President and approved by the Board.
  6. Faculty Council Chair [ex-officio], or a faculty member nominated by the Faculty Council Chair and approved by the Board.
  7. Red and White Student President [ex-officio].

Purpose of 2nd Amendment:

Prior to the Board’s amendments to the Bylaws on June 6, 2020, paragraph (3) of Section 4 required the Board to report its actions, including each resolution it had adopted, to the Members at the Annual Meeting for endorsement. This was significantly changed in the June 6th amendment to now provide that the Board will simply give a summary report to the members of the activities of the Association since the last meeting; there would be no requirement to advise the Members of any actions taken by the Board, including, in particular, any amendments to the Bylaws adopted during the prior year. This amendment restores the obligation of the Board to report on all actions taken by the Board during the prior year.

Article IV, Section 4, paragraph (3) would be amended to read as follows:

3. At the Annual Meeting, the Board shall report all actions taken by it since the last Annual Meeting, including, but not limited to, all amendments to RAA’s Bylaws adopted by the Board since the prior meeting. Each amendment to the Bylaws adopted by the Board since the last meeting shall be submitted to the Members for approval, and any Bylaw which is not approved by the Members shall be deemed repealed, and have no force or effect.

Purpose of 3rd Amendment:

Consistent with the amendment to Article IV, Section 1 above, restoring the right of members to elect the Trustee Officers of RAA, the following additional amendments to Section 1 of Article V are needed:

Article V, Section 1:

The new provision titled “Officer Qualifications” the Board inserted in Article V, Section 1 as new paragraph (a) shall be deleted in its entirety, and the balance of Section 1 renumbered as it existed previously. Since Trustee Officers are elected by RAA’s members, it is inappropriate to put restrictions in the Bylaws as to who is eligible to run for the office of President or Vice President.

The language in the paragraph titled “Terms of Office” will need to be revised, to eliminate the new language inserted by the Board, providing for the election of certain Trustee Officers by the Board.

The language in the paragraph entitled “Vacancy” will be amended to eliminate the ability of the Executive Committee to fill vacancies of Trustee Officers occurring between Annual Meetings; since all Trustee Officers are voting Trustees of RAA, any vacancies must be filled by the Board.

Paragraphs (a) and (c) will accordingly be amended to read as follows:

Terms of Office – Trustee Officers, other than the President, President Elect, Past President, Institute Trustee Designate, Emeritus Vice President and Executive Director, shall be elected at the Annual Meeting to serve a one (1) year term, and shall be eligible to serve a maximum of five (5) consecutive terms. In even-numbered years, a President Elect shall be elected to serve a one (1) year term, and upon completion of this term shall automatically assume the office of President for a two (2) year term and the office of Past President for a subsequent one (1) year term.

Vacancy – If a Trustee Officer resigns during a term, or is otherwise unable to perform the duties, the Board may, by majority vote, declare the office vacant, and elect a successor to serve until the following Annual Meeting. If the office of the President becomes vacant during a term, the President Elect shall act as President until formal succession to the office of president. In the absence of a President Elect, the Board shall elect an acting President to serve until the next election.

The text of the remaining renumbered paragraphs of Article V, Section 1, shall not be changed.

Purpose of 4th Amendment:

Article V, Section 2 would be amended to restore the obligation of the President to report to the Members on the affairs of the Association, which was eliminated by the Board in its June 6, 2020 amendments, to read as follows:

Section 2. President – The President shall chair all meetings of the Association, including the Board and the Executive Committee, shall report to the Members on the affairs of the Association, shall sign and execute all documents and instruments issued by the Association in its name unless the President specifically delegates this authority to the Executive Director on a case by case basis, shall act as the official liaison to the President of Rensselaer, and shall serve as an ex-officio member of all Board committees.

Purpose of 5th Amendment:

Consistent with the amendment to Article IV, Section 1 above, restoring the right of members to elect the Trustee Officers of RAA, Article VI, Section 1 would be amended to remove language indicating that the Trustee Officers will be elected by the Board rather than the Members.

Article VI, Section 1 would be amended to read as follows:

Section l. Executive Committee – There shall be an Executive Committee composed of the elected Trustee Officers and Trustee Officer Designates of the Association, each having one vote. The President chairs the Executive Committee. The Executive Committee is empowered between Board meetings to administer the business of the Association for the Board, with the exception of amending the Charter, these Bylaws, the long range plan, and the annual budget approved by the Board. Actions of the Executive Committee require a majority vote of the Trustee Officers in attendance and are to be reported to the Board at its next meeting.

4. Amendment to Article VI, Section 2, Nominating Committee

Purpose of Amendment:

To amend Article XI to conform to NY Not-for-Profit Corporation Law Sections 602(b) and 602(c), by incorporating the rights of Members to amend RAA’s Bylaws, and to limit the rights of the Board to amend Bylaws.

Article XI would be amended to read as follows:

Section 2. Nominating Committee – There shall be a Nominating Committee composed of the Past President (in odd-numbered years), President, President Elect (in even-numbered years), Executive Director, and up to three other current or former Trustees appointed by the Executive Committee.

  1. The Past President shall serve as chairperson in odd-numbered years, and the Executive Committee shall appoint a member of the Nominating Committee chairperson in even-numbered years.
  2. The Nominating Committee shall ensure that all Association Members have adequate opportunity to submit nominations for consideration by the Nominating Committee. The Nominating Committee shall ensure that the request for nominations is clearly announced and widely distributed. The request for nominations shall be provided at least one hundred twenty (120) days prior to the Annual Meeting; shall include the requirements and qualifications for candidates who wish to be considered by the Nominating Committee; and shall also include the deadline for submission, which shall be no less than thirty (30) days after said request for nominations is provided to the Members. Nominations may be submitted by Members, staff of Rensselaer or friends of Rensselaer. Alumni may self-nominate.
  3. The Nominating Committee will present to the Board a list of proposed candidates for each position to be filled. The Board shall review the proposed list, and shall then accept or reject each candidate on the list on an individual basis. If any position lacks an accepted candidate, the Nominating Committee will propose additional candidates to be reviewed for that position, until the Board has accepted a complete list with one or more candidates for each position to be filled. The complete list of candidates as accepted by the Board must be available for review at the request of a Member at least sixty (60) days in advance of the Annual Meeting.
  4. Any Member who is not selected as a candidate can be nominated in subsequent years, for reconsideration by the Nominating Committee and the Board.
  5. Any Member may also be nominated for any specific position to be filled, upon the written petition of ten (10) Members, and such nominations by written petition do not require approval by the Nominating Committee or the Board. Any nominations by written petition must be submitted at least forty-five (45) days prior to Annual Meeting.
  6. The Executive Secretary shall distribute electronically a list of all nominations, including a biographical sketch of up to 150 characters from each nominee, at least ten (10) days prior to the Annual Meeting.
  7. No nominations from the floor or write-ins will be accepted at the Annual Meeting.
  8. Pre-printed ballots will made available at the Annual Meeting, listing each Trustee or Officer position that must be filled due to a vacancy or an expired term. For each such position, the name(s) of candidate(s) from the list approved by the Board will be included, as well as the name(s) of candidate(s) who met the petitioning requirement (regardless of the opinion of the Nominating Committee or the Board). A list of all candidates to be considered at the Annual Meeting shall also be included in the mail-in ballot distributed to the Members prior to the meeting.
  9. The President will vote as a Member of the Association, not as a tiebreaker.
  10. Members shall have the right to vote on the candidates individually via written ballot at the Annual Meeting. Consequently, the election shall be conducted for each position individually, and candidates shall be elected based on a plurality of the votes cast by the Members as described in Article III above. For named positions that have multiple open seats that are up for election, such as Trustees-at-Large with terms expiring in the same year, each Member may cast the number of votes which correspond to the number of open seats. Votes, however, are not allowed to be accumulated, and cumulative voting is prohibited. The candidate(s) receiving the highest number of votes for the number of the open seats on the Board shall be deemed elected and qualified.
  11. To the extent that a position remains unfilled by the election process described herein, the Trustee(s) then in office shall remain in office until their successor(s) are duly elected and qualified by means of a Special Meeting of the Members which shall be called in accordance with the Not-For-Profit Corporation Law.

5. Amendment to Provide Procedure for Adoption of Bylaw Amendments by Members, and to provide that Amendments Adopted by Board Be Ratified by Members

Purpose of Amendment:

To amend Article XI to conform to NY Not-for-Profit Corporation Law Sections 602(b) and 602(c), by incorporating the rights of Members to amend RAA’s Bylaws, and to limit the rights of the Board to amend Bylaws.

Article XI would be amended to read as follows:

Article XI – AMENDMENTS

Section 1. Amendment by the Board – Amendments to these Bylaws may be initiated at a meeting of the Board by approval of two-thirds of the Board, provided that such proposals shall be made at least forty-five (45) days before an Annual or Special Meeting of the Members. Any such proposed amendment to the Bylaws shall then be required to be submitted for consideration at an Annual or Special Meeting of the Members. The Secretary shall coordinate the advance notice to Members of such proposed amendments. Any such amendment shall go into effect only after ratification by a majority of the Members who are in attendance at the meeting. Amendments to the Bylaws shall be printed in the minutes of the Association.

Section 2. Amendment by the Members – Amendments to these Bylaws may be initiated by the written petition of fifteen (15) Members, provided that such petition shall be made at least forty-five (45) days before an Annual or Special Meeting of the Members. Any such proposed amendment to the Bylaws shall then be required to be submitted for consideration at the Annual Meeting of Members, or at any Special Meeting of the Members called for the election of Trustees. The Secretary shall coordinate the advance notice to Members of such proposed amendments. Any such amendment shall go into effect only after adoption by majority vote of the Members in attendance at the meeting. Amendments to the Bylaws shall be printed in the minutes of the Association. Bylaw amendments adopted by the Members may not be amended or repealed by the Board.

Section 3. Amendment of the Number of Trustees – Notwithstanding any requirement for Member ratification of Bylaw amendments proposed by the Board, the Board shall have the unencumbered right to change the number of Trustees as provided by RAA’s Charter.