1.6.7 Ithaca College Alumni Association

1.6.7.1 Ithaca College Alumni Association Constitution

Articles II, III, and IV, section 1, amended 6/5/94

ARTICLE I     NAME

The organization shall be known as the Ithaca College Alumni Association.

ARTICLE II    PURPOSE

The Ithaca College Alumni Association is devoted to the perpetuation of Ithaca College through programs that offer opportunities for alumni to maintain strong bonds with their alma mater and with each other.  Members work with the Office of Alumni Relations to develop, foster, and implement  activities that are in the best interests of the College and its alumni.

ARTICLE III   MEMBERSHIP

Section 1:  All persons who hold degrees (undergraduate, graduate, and honorary) from Ithaca College and all non-degree holders who have attended Ithaca College for one full semester or more in good standing but are not current students shall be members of the Association.

Section 2:  Other classifications of membership shall be established in accordance with the provisions of the bylaws.

ARTICLE IV   ADMINISTRATION

Section 1:  The administrative control of the association shall be vested in a board of directors which shall include the elected officers.  The officers shall be:  President; Vice-President; Secretary; and other such officers as may be determined by the Board.

Section 2:  The number of Directors shall be fixed by action of the board of directors, provided, however, that the Board shall be composed of not less than three (3) elected or appointed members.

Section 3.  The methods of election, duties, and responsibilities of each officer and board member shall be prescribed in the bylaws of this association.

ARTICLE V    MEETINGS

This association shall hold one meeting each year designated as the Annual meeting and such other meetings as prescribed in the bylaws of this association.

ARTICLE VI   AMENDMENTS

Section 1:  Amendments to this constitution may be adopted by a two-thirds (2/3) vote of the membership present and voting at any annual meeting.

Section 2:  A total of one-tenth (1/10) of one percent (1%) of the members of this Association shall be necessary to constitute a quorum.

(Articles II, III, and IV, Section 1, amended 6/5/94)

1.6.7.2 BYLAWS OF THE ITHACA COLLEGE ALUMNI ASSOCIATION

Amended and Restated, September 20, 1992; February 16, 2003; April 2014; April 2015; May 2016; June 11, 2020; December 10, 2020; June 23, 2024; September 26, 2024

Vision

The Ithaca College Alumni Association, guided by its Board of Directors, will be a national model for alumni engagement by assisting alumni in benefitting from meaningful connections with the College and for the College to be enriched by those relationships. Members of this board shall serve as advisors and ambassadors to Ithaca College. Service as an ambassador may include, though not limited to activities related to building community among Ithaca College alumni in their local communities; engaging in the life of current students; the promotion of Ithaca College to prospective applicants; philanthropic support of Ithaca College; and encouraging fellow alumni to support the College.

Mission

The Ithaca College Alumni Association Board of Directors (AABD) advances the association through three areas of focus:

• Attract and engage alumni in annual and ongoing events for Ithaca College through on-campus and regional activities, and donor support.
• Act as advisory partners to the College’s leadership.
• Inclusively foster relationships among current students, alumni, and stakeholder communities, promoting collaboration and continuous learning.

Article I Name of Organization

1.1 The organization shall be known as the Ithaca College Alumni Association. Its board of directors shall be known as the Ithaca College Alumni Association Board of Directors.

Article II Purpose

2.1 The Ithaca College Alumni Association is devoted to the perpetuation of Ithaca College through programs that offer opportunities for alumni to maintain strong bonds with their alma mater and with each other. Members work with the Office of Alumni and Family Engagement to develop, foster, and implement activities that are in the best interests of the College and its alumni.

The board of directors provides a framework to advise Ithaca College on matters pertaining to alumni relations and the strategic direction of the Office of Alumni and Family Engagement and the Ithaca College Alumni Association.

Article III Association Membership

3.1 All holders of degrees (undergraduate, graduate, and honorary) from Ithaca College and all non–degree holders who have attended Ithaca College for one full semester or more in good standing shall be members of the association. The eligibility and qualifications for membership, and the manner of and admission into membership, may be prescribed by resolutions duly adopted by the board. All such resolutions, or rules and regulations, relating to members adopted by the board of directors shall be affixed to the bylaws of the association and shall be deemed to be part thereof.

3.2 The association shall keep at the Office of Alumni and Family Engagement complete and accurate records of the names, addresses, and associated contact information (telephone numbers, email addresses, etc.) of all members.

3.3 The association seal, if any, shall be in such form as the board of directors shall prescribe, in concert with Ithaca College.

3.4 The association shall keep at the Office of Alumni and Family Engagement complete and correct records and minutes of the proceedings of the board.

Article IV Board of Directors

4.1 The association shall be managed by a board of directors (hereafter referred to as the board throughout these bylaws). Each director shall be a member of the association during his or her directorship. The members of the board shall be designated as elected directors (hereafter referred to as directors throughout these bylaws) directors emeriti, or ex-officio directors.

4.1.1 Only directors shall be entitled to vote on matters before the board. Directors emeriti and ex-officio directors shall not be entitled to vote but shall have all other rights and privileges of board membership as set forth in these bylaws.

4.1.2 The number of directors may be increased or decreased by the board, provided that the number of directors shall consist of not less than three directors and that any action by the board to affect such increase or decrease shall require the vote of a majority of the directors. No decrease shall shorten the term of any director then in office.

4.1.3 Two student directors shall be elected to the board for two-year terms, according to the procedures document for the Membership Committee attached to the bylaws. The student directors shall have all rights and privileges of board membership, as set forth in these bylaws, including the right to vote on matters before the board. The student directors shall be freshmen, sophomores, or juniors at the start of his or her first year of the two-year term and in good academic standing when elected to the board. The terms of the student directors shall not be counted toward term limits specified elsewhere in these bylaws.

4.2 The board shall consider the following in its selection criteria for directors:

a) personal qualities and attributes;

b) the background, knowledge, and experience necessary to make a meaningful contribution to the board’s activities;

c) the ability to commit the time necessary to make a meaningful contribution;

d) a demonstrated record of involvement in alumni activities and College events; and

e) a record of giving to Ithaca College.

4.3 New directors shall be elected by the board for a term of three years and shall be eligible to serve a second three-year term. The term limit of a director is two consecutive three-year terms. Director terms shall begin on July 1 and end on June 30. Except as otherwise specified in these bylaws, no director shall serve for more than two consecutive three-year terms. Retiring directors may apply to serve on the board following a one-year hiatus from the board.

4.3.1 The reelection of incumbent directors shall be in accordance with the procedures document for the Membership Committee attached to the bylaws.

4.3.2 Newly created directorships or vacancies on the board shall be filled at the next election of new directors in accordance with the procedures document for the Membership Committee attached to the bylaws.

4.4 The board may remove any director with cause only.

4.4.1 A director may resign at any time by submitting written notice to the board or an officer of the board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer.

4.4.2 Any director who is absent from more than one scheduled meeting, in any one year, without having communicated to the board his or her inability to attend the meeting, may, at the discretion of the board, be removed from the board. This decision is to be made solely by the directors, based on the facts as they know them, via a majority vote of the board.

4.5 The board shall hold at least two regular meetings a year. These meetings will occur in the fall and spring at times and dates fixed by the board. All other meetings shall be held at such time and place as shall be fixed by the board. All meetings shall be governed by Roberts' Rules of Order.

4.5.1 Written, oral, or any other method of notice of the time and place shall be given for all meetings of the board in sufficient time for the convenient assembly of the directors. The notice of any meeting need not specify the purpose of such meeting.

4.5.2 Meetings of the board shall be closed to the public. The board may extend an invitation to attend a board meeting to any individual. Further, any individual may request an invitation from the board to attend a board meeting. Such request shall be directed to the Assistant Vice President of Engagement no later than 10 days prior to the board meeting. The assistant vice president shall forward this request to the President of the board.

4.6 At all meetings of the board, the quorum necessary for the transaction of business shall consist of at least one-third of the entire number of directors, and the vote of a majority of the directors present constituting such quorum shall be the act of the board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.

4.6.1 When possible, agenda items requiring a vote shall be communicated to the board prior to the meeting. Any director unable to attend the meeting shall be able to proffer his or her vote up to 48 hours before such meeting. Votes shall be submitted by mailed letter or email to the Office of Alumni and Family Engagement.

4.7 Ex-officio members on the board shall consist of the President of the College, the Vice President for Philanthropy and Engagement, the Associate Vice President of Engagement, Director of Alumni and Family Engagement, directors emeriti, and alumni trustees who are not also current directors.

4.7.1 The Director of Alumni and Family Engagement shall have the responsibility for the general management of the affairs of the association and the board.

4.8 A historian may be appointed by the board for an indefinite period of time. The historian should be a former or current director.

4.9 The board may, at its discretion, confer upon a director the position of director emeritus. The title is intended to acknowledge those who have demonstrated outstanding dedication and contribution to the work of the board, the alumni association, and the college as a whole over an extended period of time. Conferral of the position of director emeritus upon any member of the board requires approval of the board by majority vote following nomination by the Membership Committee. The ex-officio director shall be an ex-officio member of the board for life. The position is a high honor and is to be conferred accordingly.

4.10 Board members are expected to give annually to board fundraising efforts (ex: Senior Class Gift Challenge) to ensure 100% participation by the board.

Article V Officers

5.1 The board shall elect, from its membership, a president, vice president, secretary, and other such officers as may be determined by the board.

5.1.1 The president shall be the chief executive officer of the association.

5.1.2 The board president shall preside at all meetings of the board. In his or her absence, the

vice president, secretary, or any director chosen by the board shall preside in that order.

5.2 During the absence or disability of the president, the vice president and secretary, in that order, shall have all the powers and functions of the president.

5.3 All elections of officers shall be in accordance with the following procedures in accordance with the Membership Committee. The board may remove any officer with cause at any time.

5.3.1 Officer terms shall be two years. Directors with less than two years remaining on the board, who are elected as officers, shall have their terms extended automatically to coincide with their terms as officers. In these instances, the board term shall end when the current officer term expires. All other provisions and limitations on board membership remain in effect. Unexpired terms shall be filled by special election at the next meeting of the board. Procedures for such special elections shall be recommended by the Membership Committee.

5.3.2 No elected officers shall be eligible to serve more than two consecutive two-year terms in a given office. If there are no candidates to fill an office, after the current officer’s term limit has expired, the board may ask the current officer to continue in the position for one additional year, after which a new officer must be elected.

5.3.3 Any AABD Member seeking the office of President, Vice President and/or Secretary shall:

• Submit a letter of intent and resume to the Membership Committee.
• Participate in an interview with at least two members of the Membership Committee.

5.3.4 The election process for the office of President, Vice President and/or Secretary shall consist of:

• A formal review of letter of intent, resume and interview of all candidates by the full body of the AABD.

5.3.5 The voting procedure for the office of President, Vice President and/or Secretary shall function as follows:

• All candidates who have successfully submitted a resume, letter of intent, and have had their interview conducted will appear on a ballot.
• Each AABD Member can cast one vote for one candidate in each contested election.
• If, at the end of the initial ballot, no candidate has 50% + 1 (majority of the vote), the candidate with the fewest total votes is removed from consideration.
• The voting process is continued until one candidate remains with a majority of the vote.

Article VI Alumni Trustees

6.1 The Ithaca College Board of Trustees includes up to two alumni trustee positions. The number of alumni trustees will be determined by the overall representation of alumni on the Board of Trustees. If the alumni representation on the Board of Trustees is less than 20%, there will be two alumni trustee positions. Otherwise, there will be one alumni trustee who serves on the Board of Trustees. Alumni trustees (see section 6.2) may serve one four-year term. The board of directors, at the time of term expiration of current alumni trustees, shall present to the board of trustees three eligible candidates to be considered for the position of alumni trustee. The board of directors shall select these three candidates by special election. The alumni trustee shall be selected by the board of trustees of the College in accordance with the rules of the board of trustees. The term “alumni trustee” refers to an alumni representative who is selected in this manner to serve on the board of trustees.

6.2 Current and former members of the Alumni Association Board of Directors are eligible to be nominated to serve as an alumni trustee. According to article III, section 1 (Active Membership) of the Ithaca College Board of Trustees bylaws: “When a vacancy occurs among alumni, faculty, student or staff seats, the appropriate body (the Alumni Association, the Faculty Council, the Student Government Association or the Staff Council) will recommend three individuals, with appropriate credentials—persons capable of acting in the interests of the College as a whole rather than representing a particular constituency within the College—to the Governance and Compensation/Assessment Committee. This Governance Committee may then nominate to the full board such person or persons as seem best suited for the election to membership on the board.”

6.3 An alumni trustee is expected to fulfill the responsibilities of membership on the Alumni Association Board of Directors.

6.4 A director with less than three years of eligibility remaining, who is elected as an alumni trustee, shall have his or her term extended automatically to coincide with the term as alumni trustee. In these instances, the director’s term shall end when the term as alumni trustee ends. All other provisions and limitations of board membership shall remain in effect.

6.4.1 A director who is an alumni trustee shall not be required to stand for reelection to the board for the duration of his or her term as alumni trustee and shall be automatically reelected if eligible to serve an additional term. The term for which an alumni trustee is deemed reelected shall constitute one of the two terms to which a director is entitled, pursuant to section 4.3.1 of these bylaws.

6.4.2 If the term of a director, currently serving as an alumni trustee, expires in the same year in which his or her alumni trusteeship expires, the director shall not be deemed to be reelected to the board in that year of expiration and must stand for reelection to the board, provided he or she desires to seek another term and is eligible.

6.5 If an alumni trustee vacancy occurs because the alumni trustee does not complete the term for which he or she was elected, a replacement may be secured for the remainder of the unexpired term. The board shall recommend three candidates as set forth in 6.1 of these bylaws, to the board of trustees. The replacement alumni trustee shall be selected by the board of trustees in accordance with the rules of the board of trustees.

Article VII Standing Committees of the Board of Directors

7.1 The Executive Committee shall serve as an advisory body to the board president. It shall be chaired by the president and shall comprise all officers and standing committee chairs. The Executive Committee shall have full authority to act, between all meetings of the board, on any matter requiring interim action, provided that the committee shall not take interim action that is inconsistent with prior acts and resolutions of the board itself or that affect the fixed duties of any other standing committee of the board. Any such action taken by the Executive Committee shall be deemed the action of the board and shall be reported at the next full board meeting.

7.2 The board president shall determine the membership and chair of each of the following standing committees:

7.2.1 The Membership Committee shall administer all board elections in accordance with these bylaws and shall recommend and develop a slate of nominees, screen candidates, and present recommendations to the board for election.

7.2.2 The Bylaws Committee shall review these bylaws on a yearly basis and make recommendations for revisions to the board.

7.2.3 The Awards Committee shall gather nominations, screen candidates, and present recommendations to the board for the alumni association awards in accordance with the timeline and procedure detailed the procedures document for the Awards Committee attached to the bylaws.

7.2.4 The Philanthropy Liaisons shall work in conjunction with the Division of Philanthropy and Engagement to advance and strengthen fund-raising efforts within the student body and the alumni association. The committee shall suggest, undertake, and endorse activities designed to build and maintain a culture of giving both on and off campus.

7.2.5 The Director of Alumni and Family Engagement shall serve as an ex-officio member of all committees.

7.3 The board president shall, from time to time, appoint ad hoc committees and liaisons to further the work of the board and the Office of Alumni and Family Engagement.

7.3.1 An ad hoc committee shall have a short-term function and shall dissolve when the work is complete or at the discretion of the board president.

7.3.2 Liaisons serve as connections between schools, departments, and other Ithaca College committees, sharing information to and from the Alumni Association Board of Directors. Liaison rolls can dissolve if work is complete or at the discretion of the board president.

Article VIII Conflict of Interest

8.1 Members and officers of the Ithaca College Alumni Association Board of Directors (AABD) must be highly sensitive to avoid real or apparent conflicts of interest in their role as alumni volunteers and members of this representative board of the Ithaca College alumni community.

• As an AABD member you represent Ithaca College and the Ithaca College Alumni Association. Even the appearance of a conflict of interest could damage the AABD’s reputation and that of Ithaca College and the Ithaca College Alumni Association.
• As a leader, you have a duty to the AABD and its members to ensure the AABD operates exclusively to further the goals of Ithaca College and the Ithaca College Alumni Association for the benefit of the alumni community and not to further any personal or business interests.

8.2 Conflicts of interest can arise as a result of the activities of a range of people involved with the AABD, including:

• Current Members and/or Officers;
• Committee members;
• Administrators, employees, or volunteers; or
• Donors or sponsors of Ithaca College and the Ithaca College Alumni Association.

8.3 The general definition of a "real or apparent conflict of interest" is very broad:

• Any personal or business interest of any of the individuals or organizations described above that conflicts or might conflict with the interests and goals of Ithaca College, the Ithaca College Alumni Association, and the AABD. The use of the resources of the AABD and the alumni community (including access to members) to further a personal or business interest.

8.4 Some real-world examples of potential conflicts:

• An AABD member asking for access to alumni community members for the purpose of advertising or selling tax planning or financial advisory services.
• An AABD member who runs a college admissions advisory business asking to advertise that business to Ithaca College applicants or their parents.
• An AABD member who receives a fee from Ithaca College in exchange for services, such as arranging an event, designing a website, or providing professional services to Ithaca College.
• These are only examples. You should apply a common-sense test. If a proposed activity seems like it could appear to others to be a conflict of interest, then it probably is.

8.5 The AABD shall adopt the formal process for dealing with real or apparent conflicts of interest.

• Any activity that might give rise to a real or apparent conflict of interest must be disclosed to Ithaca College, the Ithaca College Alumni Association, and the AABD (or a committee of the Board established for this purpose) before the proposed activity takes place. The proposed activity should not take place without prior discussion and approval by the Board or committee.
• The fact that a situation like one of those described above exists does not necessarily mean that a conflict exists, or that a conflict, if it does exist, is necessarily adverse to the interests of Ithaca College, the Ithaca College Alumni Association, and the AABD. The most important thing is that all the relevant facts and circumstances are disclosed, and that the Board or committee makes a determination before the activity takes place.
• In the event a member or officer fails to adhere to or remove any conflicts of interest they may be removed from membership on the Board, or from the position of an officer for violation of the conflict of interest policy.

Article IX Amendments

9.1 The board may amend or repeal these bylaws and may adopt new bylaws by a majority vote of the members of the board.

1.6.7.3 Ithaca College Alumni Association Board of Directors Membership Committee Responsibilities, Procedures and Timelines

Adopted March 1, 1992; amended September 22, 2002; amended February 16, 2003; amended December 31, 2008; amended April 19, 2009; amended August 2010; amended December 2010; amended April 2013; separated from the bylaws April 2014. Updated September 2016; updated January 2019; updated October 2020; updated November 2021

Committee Goal:

To produce a pool of diverse nominees to represent the alumni community, considering all aspects of representation including but not limited to class year, school, gender, identity, orientation, and ethnicity. The committee will produce a well-researched and vetted pool of nominees for consideration as Alumni Association Board of Directors (AABD,) officers, and alumni trustees.

Committee Membership: current and past members of the AABD. Term: two years with the option to renew for one additional 2-year term

Objective: to engage the Membership Committee in a process designed to meet the goal

Definitions

Incumbent: A director of the Ithaca College Alumni Association Board of Directors who is eligible for reelection and declares their candidacy

Nominee: An alum who has been suggested for consideration as a candidate

Potential Candidate: A nominee who has submitted to the Office of Alumni and Family Engagement a letter of intent to run as a director

Finalist: A candidate who has been selected by the Membership Committee to be interviewed and, if applicable, presented to the full board for a vote

Searching for Potential Candidates

All members of the Membership Committee search year-round for the best qualified potential candidates who meet, or may meet in the future, the needs of the Alumni Board, the Office of Alumni and Family Engagement, and Ithaca College. These may include former AABD who are eligible for additional service, as well as new alumni candidates. Each member of the committee is assigned a group of candidates to research and present to the committee for review. The Chair will oversee the nomination process for new directors, officers, and alumni trustee(s).

Each year committee members will follow a formula which the committee will use to consider candidates who will maintain a broad representation of geography, classes, and talents, to fill the positions of those members whose terms will expire when the next slate takes office.

The committee encourages all persons associated with Ithaca College to refer candidates. The main sources of candidate referrals are:

• Current and former Alumni Association Board of Directors
• Class officers and IC Annual Fund volunteers
• Office of Alumni and Family Engagement, Division of Philanthropy and Engagement, schools, departments, and campus partners
• Regional chapter officers
• Communications including email and social media

Research/Vetting Process

Each committee member thoroughly researches, and vets assigned candidates, checking references, assessing qualifications. Committee members generate a profile in the template provided for each assigned candidate when ready for consideration. The committee members present their candidate to the full committee.

Selecting Candidates

The committee meets each fall and winter (virtually) to review, assign, and select candidates. The final selection takes place in February. The recommended slate, along with short profiles prepared by the Office of Alumni and Family Engagement is presented to the AABD by electronic ballot in early March for approval.

Notifying Candidates

The chair contacts the candidates in March, after the vote results are tallied, to notify them of their selection and to ensure they are still willing and able to serve. The Chair will send a letter to each candidate confirming the nomination and requesting a written confirmation of the acceptance. The letters will request that biographical data and a photo be sent to the Office of Alumni and Family Engagement. The President of the AABD will also contact each person to congratulate them. The Chair will contact the candidate(s) who were not selected and offer to discuss how they may enhance their candidacy for a future vote if they are so interested. Each candidate should also receive a thank you letter. A template letter will be available from the Office of Alumni and Family Engagement.

Exit Interviews

As alumni complete their terms as alumni trustee, officer, or director of the AABD, an exit interview will be conducted by a member of the Committee. This may be done during the summer following the completed term using the Exit Interview Form. Exit interview results are submitted to the Chair and shared verbally with the President of the AABD and the Director of Alumni and Family Engagement while maintaining the confidentiality of the interviewees.

PART I | Nominating and Voting Procedure for the Reelection of Incumbent Directors and Officers

PART II | Nominating and Voting Procedure for the Election of New Directors

All alumni and members of the faculty, staff, and administration of Ithaca College shall be encouraged to seek qualified alumni to serve on the board. Nominations shall be submitted to the Office of Alumni and Family Engagement. Upon receipt of a nomination, acknowledgment shall be sent to the nominator and nominee.

• The bylaws state that the board size will be no less than three directors. The optimal size is 25 members, with flexibility allowed depending on defined needs.
• The names of all nominees will be collected and shall form a pool to be considered for vacancies on the board.
• Nominations may be submitted year-round, and elections for new board members shall take place prior to the spring board meeting.
• New directors are invited to attend the spring board meeting if they are able. New directors as expected to attend the fall board meeting.
• Dates on timeline below may be adjusted as needed, but work must be completed to meet the March 1 deadline for the AABD vote.

PART III | Nominating and Voting Procedure for the Election of New Officers

Current directors are encouraged to consider service as an officer. Incumbent officers may discuss officer roles with current directors whom they see as having the potential to serve in these roles. Self-nominations shall be submitted to the Office of Alumni and Family Engagement. Upon receipt of a nomination, acknowledgment shall be sent to the nominee.

• The names of all nominees will be collected and shall form a pool to be considered for officer vacancies.
• The chair of the membership committee will call for nominations, and elections for new officers shall take place prior to the spring board meeting.
• Dates on timeline below may be adjusted as needed, but work must be completed to meet the March 1 deadline for the AABD vote for open officer role(s).

PART IV | Nominating and Voting Procedure for the Election of Student Director

PART V | Nominating and Voting Procedure for the Election of Alumni Trustee

Communications Schedule