ARTICLE I:  Name

The name of this Association is the Alumnae Association of Bryn Mawr College, hereinafter referred to as “the Association.”

ARTICLE II:  Purpose

The Bryn Mawr Alumnae Association supports alumnae/i as they continue to transform throughout their lives, connecting them to the College and Bryn Mawr community, while enlisting their talents and encouraging their generosity in support of the College.

ARTICLE III:  Fiscal Year

The fiscal year of the Association shall be from June 1 to May 31.

ARTICLE IV: Membership

Section 1.        Qualifications for Membership

(a)  The following shall be members of the Association and entitled to all privileges of membership:

(i)   Every person who holds any academic degree from the College.

(ii)  Every person who has completed at least one semester of undergraduate study at the College, upon graduation of the class with which she was affiliated.

(iii) Every person who has completed the equivalent of one semester of study at the College while attending as a graduate student.

(iv) Every person who has completed four academic credits at the College while attending as a special student.

(b)  Notwithstanding the foregoing, the Alumnae Association Executive Board (the “AAEB”), in agreement with the President of the College, may declare any person ineligible for membership or continued membership when in its opinion the best interests of the Alumnae Association will be served by so doing.

Section 2.        Gender

Regardless of the gender of any noun or pronoun used in these Bylaws, such word shall be deemed applicable to persons of all genders.

Section 3.        Annual Meeting

(a)  There shall be each year one regular meeting, the annual meeting of the members of the Association, held at the College on a date fixed by the AAEB.

(b)  Notice of the annual meeting, which shall set forth the date, the time, the place, the business to be transacted, and the slate of persons proposed for election, shall be given not less than two weeks prior to the date of such meeting to each member of the Association. No other business shall be brought before the meeting unless the members, by the affirmative vote of two-thirds of the members present, shall determine it to be emergency business. All action taken at a meeting of the Association shall require the presence of a quorum and the affirmative vote of a majority of the members present, except action upon any emergency business which shall require the affirmative vote of two-thirds of the members present.

(c)  One hundred members of the Association shall constitute a quorum for the transaction of business.

(d) Any member shall be entitled to vote at any annual or special meeting of the Association by written proxy, which shall be presented to the Secretary at the beginning of the meeting. The Association shall be under no obligation to provide proxy forms.

(e)  At the annual meeting, the President of the Alumnae Association shall report on the Association's affairs. Reports shall be presented by the Committee on Leadership Development and by such committees and task forces as the AAEB may deem appropriate. The Treasurer shall present the budget for the coming year.

Section 4.        Special Meetings

(a)  Special meetings may be called at any time by the President of the Alumnae Association and must be called by her on the written request of at least 10% of the voting members of the Association.

(b)  Notice of a special meeting specifying the date, the time and the business to be transacted shall be given not less than ten 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 5.        Notice, Waivers & Meetings

(a)  Whenever written notice is required to be given to any person, it may be given by sending a copy thereof by first class mail, postage prepaid, or transmitted electronically 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 electronically, it shall be deemed to have been given upon transmission.

(b) One or more persons may participate in a meeting of the AAEB or of a Committee or Task Force of the AAEB in-person, by teleconference, by videoconference, by web conference or 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.

ARTICLE V:  Executive Board

Section 1.        The Executive Board

(a) The affairs of the Association shall be managed by a Board of Directors, to be known as the Alumnae Association Executive Board. The AAEB shall act in an advisory capacity to the College, the Association and its Executive Director.  The primary role of the AAEB will be to serve as a strategic resource, including:  providing an outside perspective and voice of alumnae in all relevant matters, contributing strategic skills, identifying contacts and relationships to provide opportunities and enhance the curricular and extracurricular life of the College.  Further, the AAEB will help to provide high quality and effective alumnae programming and communications, and support Development efforts on an ongoing basis and during campaigns.

 (b) The AAEB shall consist of not more than fifteen but no fewer than ten directors which shall include the four officers of the Association, the Chair of the Committee on Leadership Development, representatives for activities or portfolios as determined by resolution of the AAEB, and as many “at large” positions as necessary to meet the requirements herein.   In addition to its President, the AAEB will have a President-elect every five years with a one year term.  During that year, the President-elect will “shadow” the AAEB President, including attendance at Board of Trustees meetings.  She becomes a full voting member of the Board of Trustees for the five years she serves as President.

(c)  All of the directors shall be members of the Association and shall be elected by the members at the annual meeting as provided in Article XI.

(d) No person shall serve as a director while concurrently serving as a member of the Committee on Leadership Development except its Chair and the AAEB President.

Section 2.        Terms of Office

(a) Each director shall hold office for three years and until the election and qualification of her 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 just prior to her becoming President.

(b) Any director who has served a full term shall be ineligible for reelection to the AAEB until the period of one year shall have elapsed after the expiration of her term with the exception of the President-elect.

(c)  Any director who misses two consecutive regularly-scheduled meetings without being excused by the President will be contacted by her for discussion regarding continued service on the AAEB. The President, in consultation with the Executive Committee and the Executive Director, may request the director’s resignation for such absences.

(d) The AAEB shall have the authority to remove from office any officer, director or member of any committee, task force, club or council of the Association, for good cause by a vote of a two thirds (2/3) majority of the AAEB.

Section 3.        Rotation of Election of Positions

  1. The President shall be elected every five years. 
  2. The Chairperson of the Committee on Leadership Development and one-third of the directors shall all be elected in the same year.
  3. The Vice President, Secretary and one-third of the directors shall all be elected in the year following the election of those in paragraph (b), above.
  4. The Treasurer and remaining directors shall all be elected in the year following those in paragraph (c), above.

Section 4.        Meetings of the Executive Board

(a) Regular meetings of the AAEB shall be held on such dates and at such times and places as the President shall fix in a notice communicated to each director. Special meetings of the AAEB may be called by the President or any three directors. Notice of a special meeting specifying the date, the time, the place, and the business to be transacted shall be given to each director not less than ten days prior to the date of the meeting.

(b) The AAEB or the President may invite to any meeting of the AAEB any person whose presence at such meeting is deemed by the AAEB or President to be in the interests of the Association.

(c) A majority of the directors in office shall constitute a quorum for the transaction of business. Action by the AAEB shall be taken by majority vote at a meeting at which a quorum is present.

Section 5.        Duties of Directors

  1. Directors are expected to attend AAEB meetings three times per year as well as Reunion and alumnae/i volunteer and leadership training sessions.
  2. Directors are expected to provide an annual financial contribution to the College.
  3. 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 which a prudent person would use in similar positions and under similar circumstances.

ARTICLE VI:  Officers

Section 1.        Officers

The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. Other directors of the Association shall include representatives as described in Article V, Section 1 (b), Article VII or as determined by resolution of the AAEB.

Section 2.        Duties of Officers

Each officer shall exercise the powers and perform the duties commonly pertaining to her office or assigned to her from time to time by the AAEB, including the following:

(a) President: Subject to the direction and approval of the AAEB, the President shall be the chief executive officer of the Association. The President shall preside at meetings of members of the Association and the AAEB, serve as a voting member ex officio of the Board of Trustees of the College, and report on the Association's affairs at the annual meeting. The President shall be a member ex officio of the Committee on Leadership Development and may serve on joint committees and task forces as provided in Article VIII, Section 2 of these Bylaws or may appoint as her representative another member of the AAEB.

(b) Vice-President: The Vice-President functions as an at-large position except that the Vice President shall exercise the powers and perform the duties of the President in case of the President’s absence or incapacity.

(c) Secretary: The Secretary, or in the Secretary’s absence a designated member of the AAEB, shall oversee the creation of the minutes of all meetings of the AAEB and of meetings of the members of the Association.

(d) Treasurer:  The Treasurer shall act as a liaison between the AAEB and the College’s Treasurer and Investment Committee, reviewing financial results on a periodic basis.  The Treasurer shall review the Association’s annual budget and present it to the AAEB and the Association’s members at the Annual Meeting.

In addition, the Treasurer shall present an annual report to the AAEB showing in appropriate detail for the fiscal year immediately preceding the date of the report, the following:

(1) The assets and liabilities of the Association;

(2) The principal changes in the endowment;

(3) The revenue or receipts of the Association, both unrestricted and restricted to particular purposes;

(4) The expenses of the Association, for both general and restricted purposes.

Section 3.        The Executive Committee

The Executive Committee shall consist of the officers of the Association along with the Chairperson of the Leadership Development Committee.

Section 4.        Vacancies on the AAEB

Any vacancy occurring on the AAEB shall be filled by appointment by the remaining members of the AAEB for the balance of the unexpired term.

ARTICLE VII:  Representative for Activities and Portfolios

Pursuant to Article V, Section 1 (b), the AAEB shall include representatives for the following activities and portfolios:

(a) Bryn Mawr Fund Chairperson. This director works with the Development Office to help meet fundraising objectives for the Bryn Mawr Fund. This director’s primary responsibility is to work with Class Chairs and the Development Office to encourage giving on an annual basis.

(b) Representative for Careers.  This director serves as the national Career Network & Program Coordinator, providing a link between the Career Development Office, the Association, and volunteer Career Development Representatives. This director helps to select and maintain contact with the Career Development representatives.

(c) Representative for Graduate School of Arts and Sciences. This director represents graduate alumnae/i and serves as a liaison between the AAEB, alumnae/i, students and Dean of the Graduate School of Arts and Sciences.

(d)       Representative for Grad­uate School of Social Work and Social Research. This director represents graduate alumnae/i and serves as a liaison between the AAEB, alumnae/i, students and Dean of the Graduate School of Social Work and Social Research.

 (e) Representative for Alumnae Communications. This director acts as Chairperson of the Alumnae Bulletin Advisory Board, which meets twice per year.  This director works with the Editor to advance the mission of the Bulletin.   This director works with the Editor and Executive Director to stay informed about the College’s strategic initiatives.

(f) Representative for Clubs & Affinity Groups. This director works with Club Presidents and Affinity Groups, encouraging them to keep alumnae/i connected with the College and each other and to raise the visibility of the College in their areas. This director is responsible for providing Club Presidents and Affinity leaders with training materials and information. This director supports the Association’s Executive Director and President in their work with clubs and affinity groups.

(g) Committee on Leadership Development Chair­person. This director presides over the fall and spring meetings of the Committee on Leadership Development. She con­tacts candidates identified by the Committee for each position until each office has a candidate. This director also acts as a resource to the AAEB and the College for alumnae/i to be named to other offices. This director works with the Association's Executive Director to oversee implementation of leadership develop­ment plans.

ARTICLE VIII:  Committees and Task Forces

Section 1.        AAEB Standing Committees

(a) Standing committees may be created and dissolved by resolution of the AAEB.

(b) Standing committees may be chaired by members of the AAEB or by persons appointed by the AAEB. The AAEB shall approve the appointment of all members of standing committees and shall fill any vacancy on any such committee for the balance of the unexpired term, arranging the appointments so that the terms of all members of the same standing committee shall not expire simultaneously. Terms of appointment shall commence at the close of the annual meeting of the Association and expire when the member's successor takes office. When an appointment to fill a committee vacancy is for a period of two or more years, the term shall be counted as a full term in determining eligibility for reappointment.

(c) A majority of the members of any committee shall constitute a quorum for the transaction of business.

Section 2.        Joint Committees and Task Forces

(a) The AAEB, by resolution adopted by a majority of the AAEB, may join with the College to create such joint committees and task forces as may be deemed desirable to promote the interests of the College and the Association.

(b)  The purposes, procedures for appointment of members, and procedures for transaction of business of any such committee or task force shall be described in a memorandum of agreement between the College and the AAEB. Alumnae/i representatives to any such committee or task force shall be appointed by the AAEB in accordance with such procedures.

Section 3.        Special Committees and Positions

The AAEB may create, appoint and dissolve such special committees and positions as it deems necessary.  Unless otherwise specified by the AAEB, such positions shall be for three year terms and the terms of office shall be staggered so that as near to one-third as possible of all such positions expires each year.

Section 4.        AAEB Task Forces

 (a) Task Forces may be created and dissolved by the AAEB as it deems necessary and for purposes it determines.

(b) Task Forces may be comprised of members of the AAEB, the Association or any other person whose expertise the AAEB determines will contribute to the work of the task force. The AAEB shall approve the appointment of all members of task forces and shall fill any vacancy by appointment.

(c) The AAEB will provide task forces with a Statement of Purpose and Goals and may partner a task force with appropriate Association staff.

ARTICLE IX:  Bryn Mawr College Clubs

Section 1.        Regional Divisions

  1. The AAEB may create regional divisions from time to time. Each region shall include all members of the Association living within its geographical limits. 
  2. A regional group of members of the Association with purposes similar to that of the Association may organize a Bryn Mawr College Club by voting to do so at a meeting called for that purpose, by accepting the provisions of this Article and by notifying the Executive Director of the Association of the action taken and obtaining recognition of its status as a Club by the AAEB.

Section 2.        Club Charter and Bylaws

The certificate of incorporation and bylaws adopted by any Bryn Mawr College Club shall not be inconsistent with the Charter or Bylaws of the Association or the College.

Section 3.        Chapters of Bryn Mawr College Clubs Functioning in Foreign Countries

The AAEB shall, from time to time, invite alumnae/i who are outside of the United States to form regional Bryn Mawr Clubs which shall have purposes similar to those of the Association and which shall be governed by the provisions of this Article referring to all Bryn Mawr College Clubs. These Clubs may hold some of their functions outside of the United States, yet each such Club shall have a chapter with its principal place of meeting at Wyndham, Bryn Mawr College, in the Township of Lower Merion, County of Montgomery and Commonwealth of Pennsylvania. The Chapter at Wyndham of a Club functioning in a foreign country shall include as ex officio members the President and Vice President of the Association and alumnae/i with ties of citizenship or cultural interest to the Chapter abroad. Each such Chapter shall be governed by the bylaws of its Club and by the Bylaws of the Association. Each Chapter at Wyndham shall have primary responsibility for its club's functions pertaining to the organization of social and educational events at the College, the maintenance and review of the club's financial records and membership lists, the maintenance of correspondence with Club members who are abroad and scholars supported by the Club, the provision of hospitality for visitors, and the coordination of charitable alumnae/i activities and special events in conjunction with the Association.

Section 4.        Liaison with the Association as an Affiliated Organization

(a) Every Bryn Mawr College Club shall file with the Executive Director of the Association:

(i)   A copy of its certificate of incorporation and bylaws, if any, and any amendments to them, promptly following their adoption or amendment; and

(ii) A brief annual report of the activities of the Club during the past year.

(b) Upon review of its certificate of incorporation, bylaws or any other organizing instruments or reports, the Association may identify the Club as an affiliated organization as such term is used by the Internal Revenue Service and may authorize such Club to seek tax exempt status as an affiliated organization of the Association.

ARTICLE X:  Other Association Organizations

Section 1.        Organization

Any group of alumnae/i who wish to use the name of the College for educational purposes or fundraising on behalf of the College may do so, provided that they submit such documentation of their activities as is requested by the Association and receive prior approval from the AAEB.

Section 2.        Liaison with the Association as an Affiliated Organization

Upon review of its certificate of incorporation, bylaws or any other organizing instrument or reports, the Association may identify the organization as an affiliated organi­zation as such term is used by the Internal Revenue Service and may authorize such groups to seek tax exempt status as an affiliated organization of the Association.

ARTICLE XI: Nomination Process 

Section 1.        The Committee on Leadership Development

(a) The Committee on Leadership Development shall consist of:

(i)   A Chairperson selected by the Committee on Leadership Development and elected by the Association members for a term of three years. The Chairperson shall not be selected from among the current members of the Committee on Leadership Development. During her term, the Chairperson shall be a member of the AAEB and a director of the Association and a member of its Executive Committee. The Chairperson shall contact the chosen candidates and she or a designee shall present the final slate for election or, in the case of the Alumnae Trustees, nomination at the Association's Annual Meeting.

(ii)  Age Cohort Members: One member from each age cohort who shall be appointed by the AAEB.  Each member shall serve for a term of three years. No one may serve more than two consecutive terms as an age cohort member.

(iii) An AAEB Ap­pointee: One member who is a former member of the AAEB familiar with its operation and responsibilities shall be appointed for one term of three years by the AAEB. 

(iv) Members at Large:  To ensure that the Committee operates with twelve members, members at large shall be appointed as needed. No one may serve more than two consecutive terms as a member at large. Geographic distribution of the Committee should be taken into account in identifying members at large.

(v)  The overall make-up of the Committee should reflect the diversity of the Association and the College.

(b)  Vacancies shall be filled by appointment by the AAEB for the balance of the unexpired term.

(c) No person, other than the Chair­person, or the AAEB President, ex officio, shall serve as a member of the Committee on Leadership Development while serving as a member of the AAEB.

(d)       Each year the Committee on Leadership Development shall:

(i)   Select one member of the Association to fill whichever positions will become vacant on the AAEB in the following year as the term of the incumbent expires and for terms as specified in these Bylaws.  In selecting members, the Committee shall endeavor to ensure that each of the age cohorts are well represented on the AAEB as well as geographic distribution;

(ii) Select for nomination to the Board of Trustees of the College one candidate who shall meet the qualifications of the Bylaws of the College. At least once every five years such nominee shall be a person who holds a Bryn Mawr graduate degree but who did not attend the College as an undergraduate. In the event of a vacancy among the Trustees nominated by the Association, the AAEB shall nominate a replacement;

(iii) When requested by the AAEB, participate in the selection of members for task forces, joint task forces, committees, joint committees and other Association sponsored working groups as needed;

(iv) Consult, before making its selections, with a broad range of alumnae/i and with appropriate officials of the College. In addition, the Committee shall consult with the Committee on Trustees of the Board of Trustees of the College before selecting the Association's nominees to the Board of Trustees; 

(v) Announce in the February issue of the Alumnae Bulletin the positions under consideration by the Committee, inviting suggestions of candidates from all members of the Association;

(vi) Inform the AAEB President of the proposed slate prior to obtaining the consent of the candidates and not less than six weeks prior to the date of the annual meeting at which the selections will be presented;

(vii) Be a resource to the College in its work to collect and maintain a file of information on the special talents, training, experience and engagement of alumnae/i; and

(viii) Work in coordination with the Committee on Trustees of the Board of Trustees in developing a pipeline of alumnae leaders for the College.

(e) The concurrence of the majority of the Committee shall be required for each selection.

Section 2.        Election by Ballot of the Secretary

The names of persons selected by the Committee on Leadership Development to fill the positions of Trustee of the College and of the AAEB shall be announced at the Annual Meeting and the slate as a whole shall be presented for a vote of the members. After approval of the slate or any other candidate according to voting procedures described in Article IV, Section 3, the Secretary shall cast a ballot on behalf of the Association. The terms of the persons elected shall commence at the close of the meeting.

Section 3.        Publication of Elections

The result of all elections shall be published in the August issue of the Alumnae Bulletin.

ARTICLE XII:  Bryn Mawr Alumnae Bulletin

(a)  The Bryn Mawr Alumnae Bulletin shall explore and reflect events and opinions, accomplishments and issues in the College and alumnae/i communities. It shall be written and edited under the direction of an Editor employed by the College and responsible to the AAEB.  The Editor shall report to and receive periodic reviews from the Executive Director of the Association. 

(b) The Bulletin Advisory Board shall consist of six to eight members including a representative from the College’s Communications Department.  The Chair will also serve on the AAEB.  Board Members shall be appointed by the Executive Director in consultation with the Alumnae Bulletin Editor, the Representative for Alumnae Communications and the Committee on Leadership Development.  Advisory Board members shall each hold office for three years.  Non-alumnae representatives are permitted to serve.  The Bulletin Advisory Board shall counsel the Editor of the Bryn Mawr Alumnae Bulletin on matters of policy and priority to the publication and the Editor.  

ARTICLE XIII:  Administrative Staff

Section 1.        Operating Department

The staff of the Alumnae Association shall be a distinct operating department of the College.

Section 2.        Staff

The College President, in consultation with the AAEB, shall employ and periodically review an Executive Director of the Association who shall be the chief operating officer. The Executive Director will consult with the AAEB on relevant matters.  She will report to the President of the College and will be a member of her cabinet.  She will meet regularly with the College President or her designee to discuss matters of the Alumnae Association.

The College shall also employ and periodically review such other staff as it may deem advisable. Members of the administrative staff may be invited to any meeting of the AAEB, committee, joint committee, task force or joint task force.

ARTICLE XIV:  Amendments to Bylaws

Except as otherwise provided by law, these Bylaws may be added to, amended, altered or repealed by the affirmative vote of a majority of the members present at any meeting of the AAEB at which a quorum is present, provided that notice of the intention to make any such amendment is given at least 30 days in advance of the meeting to all members of the AAEB. The AAEB may propose amendments at any time and shall be required to propose any amendment presented for proposal by a petition signed by fifty or more members of the Association.

ARTICLE XV:  Dissolution

In case of dissolution of the Association or the winding up of its affairs, the AAEB 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 AAEB, 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.