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.
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.