In 2022, as it does each year, the Nomination Proposal Committee will receive nominations to develop a slate of candidates for Board of Director seats, replacing the Directors whose terms are ending. A slate of five (5) nominees will be announced in June 2022, and the positions will be vacated and new candidates elected at the Annual Meeting of Members in September 2022 after terms end.
To help ensure inclusivity and become more responsive to its members, the Caltech Alumni Association (CAA) Board of Directors is also introducing e-voting in 2022.
CAA members who wish to vote electronically may do so by opting to receive an electronic ballot and communications link here.
The Caltech Alumni Association Board of Directors’ ultimate role is to assist the Alumni Association’s President/Chief Executive Officer and volunteers in carrying out the Mission and Strategic Plan of the Association in concert with the strategic goals of the Institute and other affiliated organizations, which include alumni learning, community development, and engagement. Board members hold fiduciary responsibility for more than $10 million in annual reserves and operating budgets for programs and communications. The CAA provides board members with indemnification insurance.
Directors of the Board are asked to commit a considerable amount of time and resources to the CAA, including participating in approximately 20 events throughout the year and contributing financially to the Alumni Association as well as the Institute.
In addition to attending regular quarterly Board meetings, Members of the Board of Directors are expected to serve on at least one Standing Committee and participate in monthly meetings as needed. Members are also expected to attend and assist with CAA events and special meetings, including Seminar Day, an annual retreat, reunions, and other events and alumni experiences.
Eligibility requirements are as follows:
While taking account of the Board’s present composition and the organization’s future needs, the Nomination Proposal Committee considers additional attributes, including:
During the Open Nominations Period, prospective candidates may be invited to participate in informational video interviews with CAA leadership and Nomination Proposal Committee members. During the nomination period, the Committee will consider Acceptance Documents
Four months before the Annual Meeting of Members, the Board meets as a nominating committee for the purpose of receiving the report of the Nomination Proposal Committee and creating an initial slate of nominees for Board of Director positions. The initial slate consists of one (1) nomination for each of the five (5) Directors whose terms expire in 2022.
In addition to the initial slate prepared by the Board, and to further ensure an inclusive and open nomination process, candidates for Directors to the Board may also be nominated via petition during the Open Petitions Period with the signatures of at least 50 regular association members in good standing. Note that the petition period will open after the initial slate is announced in June 2022.
If additional candidates are received during the petition period, a ballot shall be prepared and distributed to each regular member. The nominees that receive the largest number of votes shall be elected. In the event of a tie, the Board shall elect one of the tied candidates by plurality vote. NOTE: Members may request electronic ballots in advance at the following link here.
Prior to the Annual Meeting of Members, the Board will canvass the vote and notify those elected of their election. Formal announcement of elected Directors will be announced at the Annual Meeting of Members to ensure full transparency to all members.
If no additional nominations beyond the initial slate are made during the petition period, nominations shall be closed, and the Secretary will cast the unanimous vote to elect those slate nominees at the Annual Meeting of Members.
Directors on the Board of the CAA serve 3-year terms, and approximately one-third of the Board rolls off and is replenished with a new cohort of Directors each year.
Individuals who must be Caltech alumni should be nominated for Director to the Board based on their personal qualifications and commitment to CAA’s mission and vision.
The CAA bylaws provide two open periods to receive candidate names: Open Nominations Period and Open Petitions Period.
Here are notable dates for the 2022 nomination and election cycle:
Alumni may nominate themselves and/or each other to be considered for this year’s slate of nominees for Director positions during the Open Nominations Period. These nominees will be considered by the Nomination Proposal Committee for inclusion on the initial slate.
Candidates for Directors of the Board may also be nominated during the Open Petitions Period, which will open after the slate is announced in June, via a petition with the signatures of at least 50 regular members in good standing.
Individuals who wish to qualify by petition for the 2022 election are expected to notify the Secretary of the Board of their intent and to submit a formal Nominee’s Acceptance Documents Letter during the petition period. We encourage all interested parties to submit their interest in service during the open nominations period. Incomplete petitions will be considered withdrawn.
To learn more and nominate an individual, including yourself, please visit this link.
Nominees must formally accept their nomination as outlined on the CAA Board of Directors’ Nominations Submission Portal, where detailed instructions for submitting the Nominee’s Formal Acceptance are provided. Nominations not formally accepted during the nomination period will be considered withdrawn. Incomplete nominations will be considered withdrawn, as well.
Acceptance Documents are reviewed by the Nomination Proposal Committee, Board, and CAA staff. Nominees and interested parties may also be invited for video interviews with the Nomination Proposal Committee. Successful slate nominees, their acceptance documents, and their relevant information will be published on the CAA website during the Open Ballot period.
In the case of an election, additional Acceptance Documents for slate nominees and petition nominees will be posted on candidate profile pages on the website.
The Nomination Proposal Committee oversees the Board nomination and election processes, and under the CAA bylaws, are guided by the principle that membership on the Board should be inclusive and broad enough to reflect the diverse perspectives of Caltech alumni.
For additional information or answers to questions about the Election and Nomination processes or CAA Bylaws, please visit this link.
The Caltech Alumni Association Board of Directors ultimate role is to assist the Alumni Association’s Executive Director and volunteers in carrying out the Mission and Strategic Plan of the Association in concert with the strategic goals of the Institute and other affiliated organizations, which include alumni learning, community development, and engagement. Board members hold fiduciary responsibility for more than $10 million in annual reserves and operating budgets for programs and communications. CAA provides board members with indemnification insurance.
Board members establish policies consistent with the Association’s Bylaws regarding the finances, management, and activities of theAssociation for engaging constituents in the further advancement of Caltech and the Alumni Association.
Board members form policy based upon information and recommendations provided by the Caltech Alumni Association’s Executive Director, staff, and alumni, as well as from other community members, Caltech administrators, students, faculty and staff, Institute constituents, friends, and professional colleagues, and by studying trends and conducting market research.
Board members are most successful when they are:
Board members familiarize themselves with and commit to the significant responsibilities of a not-for-profit governing board. The board reviews its performance, composition, organization, and responsibilities annually and improves performance. The board evaluates and proposes prospective board members and fills vacancies as needed.
A governing board oversees the operations of a non profit by periodically meeting to discuss and vote on matters of the organization’s Mission, Vision, strategic directions, and performance. Board members typically serve with term limits to ensure turnover and succession of members and diversity of ideas. They offer strategy, oversight, and accountability. As a best practice, governing boards refrain from involvement in the day-to-day operations of an organization. A governing board does not lead or perform programmatic or day-to-day tasks or carry out its instructions.
The Caltech Alumni Association Board of Directors is a governing board. They oversee initiatives, set direction, and examine strategy. They do not create or lead programs, events, or efforts; those are the responsibilities of the CAA and Caltech executive leadership.
Electronic transmission voting (voting by e-mail) was allowed for members before the pandemic and continues to be allowed. However, there are requirements that must be followed in order for voting by email to be legal and proper. See information concerning these requirements.
Source: Section 10.42 of Advising California Nonprofit Corporations entitled “Electronic Transmission by or to the Corporation,” published by Continuing Education of the Bar, 2021.
Individual organizations may have made their own policy changes on electronic voting, which would fall outside California requirements. It is possible that an organization is unaware of these requirements, or that it knowingly made the change and intentionally assumed the legal risks.
California has allowed for virtual membership meetings, provided those attending are able to have a voice and be “heard” by other attendees. It is possible that this decision on virtual meetings could have been misinterpreted to extend to voting by ballot.
Electronic voting is available, provided an individual member makes such a request in a signed document and indicates an email address to be used for casting ballots. However, the organization may not make a blanket decision to allow members to vote electronically either through an administrative action or by popular vote of members.
Electronic voting is available, provided an individual member makes such a request in a signed document and indicates an email address to be used for casting ballots. Each individual must make this request. The organization may not make a blanket decision to allow members to vote electronically either through an administrative action or by popular vote of members.
If you would like to change your voting preference to electronic, you may download, complete, and return the Consent to Use of Electronic Transmissions form by email to firstname.lastname@example.org or by mail to Caltech Alumni Association, MC 1-97, 1200 E California Blvd, Pasadena, CA, 91125.
Based on the 2021 ballot printing and delivery, ballots cost from $1 to $1.50 each to print and mail. When possible, CAA inserts ballots into other publications already scheduled to mail to lessen organizational mailing costs. Since each meeting announcement and ballot can cost in excess of $25,000, CAA is taking extra measures with legal counsel to limit the number of mailings required to conduct regular administrative business.
CAA is currently consulting legal counsel to determine whether Meeting Announcements and ballots may be distributed via email to the preferred address in Advance, based on state guidelines that permit virtual meetings. The guidelines may allow CAA to electronically distribute meeting announcements and ballots. However, the guidelines do not allow members to return ballots electronically unless an individual member has completed the Consent to Use of Electronic Transmissions form.
Information was developed with guidance and review of CAA legal counsel. CAA continues to consult with legal counsel to review interpretation of California guidelines and CAA Bylaws, in order to fulfill organization responsibilities more efficiently.
The Caltech Alumni Association Board of Directors updated the Association’s Bylaws in 2021 to improve the Board’s operations, increase transparency and accountability, be more responsive to the Association’s members, especially during the ongoing COVID-19 pandemic, and address items that were missing from the previous bylaws, such as procedures for resignations and replacements of Directors and Officers. Adopted in November 2021, the current Bylaws were the culmination of nearly two years of review. For information about the changes, please visit the About CAA Bylaws tab.
Following is a list of Frequently Asked Questions and Answers regarding the recent update of Caltech Alumni Association’s Bylaws:
The Caltech Alumni Association Board of Directors periodically has updated the Association’s bylaws many times over the years. In 2019, the Board initiated a thorough review of bylaws, in light of membership changes adopted in 2018, to determine how it could ensure its bylaws were in line with other high-performing alumni associations. The review was led by the Board's Governance Task Force, and guided by best practices recommendations from BoardSource, recognized leader in nonprofit board research, leadership, and support.
The Board adopted revised bylaws in November 2021 to improve the Board’s operations, increase transparency and accountability, be more responsive to its members and address items that were missing from the previous bylaws, such as procedures for resignations and replacements of Directors and Officers. As in the past, the Board updated and adopted those sections of the bylaws that under its authority to revise. The Board’s approval is all that was required to adopt these revisions.
No. Members have the same voting rights they had prior to the bylaws update.
The recently adopted bylaws change some Board titles to conform to titles used by other high-performing alumni associations. Secretary duties were divided between the new position of Vice Chair, Governance, and the Corporate Secretary. The Vice Chair, Governance is responsible for leading the Nominations Committee and Governance Committee. Following are the changes in titles:
Below are detailed descriptions of the responsibilities, which are essentially the same as they were in the previous bylaws except in the case of Vice Chair, Governance, which is a new position:
The bylaws update improves the Board’s operations by creating new committees and a new Board officer position to better address important matters before the Board. The new standing committees are the Governance, Finance and Audit committees. The new Board Officer is the Vice Chair, Governance, who is responsible for ensuring a fair nomination process and providing leadership for the Governance Committee.
The bylaws update also includes simple changes to clarify language and dates, such as including language to better reflect evolving calendars and the removal of arbitrary dates. For instance, the previous bylaws required the Nominations Committee meet on Jan. 15 of every year. The updated bylaws say the Nominations Committee will now meet 6 months before the annual meeting.
The bylaws update increases transparency and accountability by including a receipt and disbursement of funds section to ensure the Board's fundraising and spending align with the Association's purpose and objectives. The update also clarified prohibitions on Conflicts of Interest and compensation for Directors and Committee members. In addition, the updated bylaws include an objectives section that clearly defines the Association’s goals, and they seek to ensure the Association properly maintains its articles, bylaws and other records.
The bylaws update provides more clarity about the Association’s priorities and responds to the significant changes in communications necessitated by the COVID-19 pandemic by allowing for more digital communications and teleconference participation. Currently, California nonprofit code does not allow the Board to make digital voting available to all members; each member must make that request individually. To request electronic voting, please visit the Electronic and Paper Ballots tab.
The bylaws update provide procedures for Officer and Director resignation and replacement, as well as adds consecutive term limits for Directors. It also makes changes throughout the document to reflect the new titles for Board of Directors, officers, and staff.
For nearly two years, just after previous bylaws were adopted in 2018, the Association has studied ways to improve its operations and effectiveness to benefit its current members and future alumni, and updated Bylaws were adopted by the Board in November 2021.