Dear fellow alumni,
On Friday, April 23, you received an email message, asking that you vote on changes to the bylaws. With paper ballots arriving in the latest issue of Techer, we think it's important to offer you additional information on what those changes entail and how the Board arrived at the recommendation. These proposed changes simplify the bylaws, however, the requested action also prompted thoughtful questions.
Who is on the Board?
- Regarding the Board, we are all serving as volunteers, we share a desire to make a positive change and provide value to our alumni community. As directors, we are bound by duties of care, obedience, and loyalty to the California Alumni Association (CAA).
- The CAA’s board comprises a diverse group of Caltech alumni bringing perspectives as former undergraduates, graduates, and postdocs. Since leaving the institute, we’ve amassed experiences across the private sector, academia, government, small business, and more. The CAA Board seeks to leverage our collective skills, experiences, training, and education to bring benefit to our fellow alumni, our communities, and the world at large.
How is the CAA board structured?
- The board has evolved over the past twelve months to incorporate several committees to oversee various functions of the CAA. These include the Governance Committee, Finance Committee, Strategic Task Force, and the Executive Committee.
What are bylaws?
- Bylaws are governing principles by which an organization operates. These principles direct the board of directors in their work to oversee the operations of the organization.
Why do we need to modify the current bylaws?
- The current bylaws were initially drafted more than 15 years ago. Several changes are being proposed in order to bring our bylaws in line with current best practices and provide a more direct and flexible set of governance rules.
What specific changes are enabled with the modification of the bylaws?
- The bylaws may then be updated so that the alumni community will no longer vote on amendments of the bylaws or candidate Directors. Candidate Directors, proposed by the Nominations Committee (which includes alumni not serving on the Board), will be approved by the Board and amendments to the bylaws can only be approved with support from two-thirds of the Board.
- Terms of the Directors will be flexible to allow adjustments on the number of Directors and maintain appropriate rotation. Currently, all terms are set at three years.
- The titles of the Officers and allocation of responsibilities will change. The Secretary position will be filled by the CAA staff and the new role of Chair of the Governance Committee will be included in the Executive Committee.
Why can’t we just email everyone their ballots?
- The CAA is registered in California and State laws set the default communication mode as postal mailing. In order to switch to electronic communications, we need to get written consent from each alumnus to switch to electronic communications. The end result would be two groups of alumni with no guarantee of sufficient electronic adoption; CAA will still be liable to cover high costs of continued paper communication mailings.
What is the differentiation between my voting rights and rights of members?
- Voting rights currently allow each regular member in good standing to be entitled to one (1) vote on each matter submitted for a vote. Historically, calls for vote have been limited to voting on infrequent bylaws amendments. The Rights of Members include receiving “such benefits as the Association may offer from time to time.” The CAA intention is to increase these benefits via programming and services; those rights are staying with alumni!
Why are we doing this right now?
- The CAA has grown rapidly in the last few (3) years. This means we can engage more of our alumni base! But it also means we need to adjust the way we operate to meet our mission effectively and efficiently.
- As governors of the organization, our ultimate goal is to ensure that CAA is structured appropriately and to follow current best practices in terms of nonprofit leadership, management, etc.
What changes should I expect?
- We want to assure you that you will not lose any access to programming, and that our intent is to leverage CAA resources into more value for alumni. The cost savings to our budget each year would be translated into new programming and new initiatives. In addition, oversight to any future changes to the bylaws will be monitored by the Governance Committee and best practices in non-profit alumni association governance. We hope that you will recognize that our proposal is guided by our shared mission. We ask for your support as we contemporize board operations in order to better serve the Caltech alumni community.
I want to be considered to serve on the Board. What do I do?
Starting point, of course, is your strong desire to serve and represent our diverse alumni community. Let us know (firstname.lastname@example.org). The selection process of Board members is strategic and nomination occurs once a year. We are continuously assessing alumni with specific skills and experiences that are needed by the Board to progress on our strategic deliverables. In addition, there are many other ways in which you can be involved with the Board (e.g., Nomination Committee, Audit Committee, Honorary Alumni Association Member nomination, to name a few).