Adopted June 1980 — Amended June 1992; June 2000; June 2005; June 2008; June 2013; June 2016; June 2018; June 2020; June 2024; June 2026.

ARTICLE I. NAME

The name of this Association is the Alumnae/i Association of Vassar College (the “AAVC” or the “Association”).

ARTICLE II. PURPOSE

Founded in 1871, the Association is dedicated to advancing the interests and mission of Vassar College, connecting and strengthening relationships between the College and its alums, and connecting alums to each other and to the College community, sustaining lifelong relationships and shared Vassar experiences.

The principles of diversity, equity, and inclusion will guide the practices and policies of the Association as well as the internal guidelines and work of its committees, in compliance with applicable local, state and federal laws.

ARTICLE III. MEMBERSHIP

Every Vassar College graduate or matriculated student in good standing becomes a member of the Association upon the graduation of that individual’s designated class. Membership in a class lasts for a lifetime.

ARTICLE IV. BOARD OF DIRECTORS

SEC. 1. NUMBER & STRUCTURE.

The Board of Directors (collectively, the “Board” and individually, the “Directors”) will partner with and advise the College’s Office of Advancement on the affairs of the Association.

All Directors must be members of the Association (see Article III).

The Board must include at least twenty (20), but no more than thirty (30) Directors.

As used in these Bylaws, the terms “entire Board,” “Board” or “Board of Directors” means the total number of Directors entitled to vote.

All Directors serve a four-year term, commencing on July 1 of the year that they are elected and ending on June 30, four years later, unless resignation or removal occurs earlier, with the possibility of extending their service upon assumption of leadership positions or for exceptional service, as determined by the President and Officers, in consultation with the Nominating & Governance Committee.

The Nominating & Governance Committee will consult with the Officers (see Article V) in determining Director roles on the Board based on committee needs, skills, and interests of Directors, and other factors they deem relevant. Each non-Officer Director will be assigned to one or more of the following roles, pursuant to Article IX:

• Chair of a Committee;
• Member of at least two Committees, unless otherwise determined by the Officers; and/or
• Specific roles at the discretion of the Board.

A Director may not occupy more than two committee chair positions simultaneously.

SEC. 2. MEETINGS.

The Board meets at least three (3) times annually. Additionally, the Board may meet at the call of the President, or at the written request of eight (8) Directors filed with the Executive Director of the Association (hereinafter, the “Executive Director” (see Article VI). As determined by the Executive Committee, any such meeting may be conducted virtually.

Electronic notice of each meeting will be given at least ten (10) days in advance. Unless otherwise specified, any and all business may be transacted at any meeting of the Board. Relevant materials for any Board action are to be distributed no fewer than five (5) business days in advance of the meeting for consideration by Directors.

Any Director may participate in a meeting by means of a communications technology allowing all persons participating in the meeting to hear and be heard.

A majority of the Board of Directors constitutes a quorum for the transaction of business at a Board meeting, and any act of a majority of those Directors present at a meeting will be considered an act of the Board, except as provided in Section 5 below, concerning removal of a director, and in Section 3 below concerning appointment of an Interim President.

SEC. 3. OBSERVERS TO THE BOARD.

Two students—both of whom are members of the Vassar Student Association Cabinet selected by the VSA—serve as non-voting observers to the Board and its committees, as appropriate, and may fully participate in discussions at board meetings. Student observers may present issues of importance to the Board by notifying both the Executive Director and the President of their interest to do so no less than fourteen days in advance of such meeting.

SEC. 4. ADDITIONAL BOARD PARTICIPANTS.

The Board may name Advisors to attend meetings of the Board and to participate on committees of the Board, in a non-voting capacity. Advisors are meant to provide guidance or perspective on the needs and interests of a specific constituency of alums.

The two co-chairs of the African American Alumnae/i of Vassar College (“AAAVC”), formed in 1984 as a steering committee of the Association, will serve as AAAVC Advisors to the Board and fully participate in discussions at board meetings.

SEC. 5. EXECUTIVE SESSIONS OF THE BOARD.

The Board may meet in executive session to continue their discussion of agenda items and other matters. Executive sessions will consist solely of Association Directors and such other individual(s) as the President may invite, as appropriate, to contribute to consideration of a particular topic.

SEC. 6. VACANCIES.

Should any Director position become vacant before the term of that Director has expired, the President, in consultation with the Nominating & Governance Committee, may designate an individual to fill such vacancy. The designee’s role will be non-voting unless and until the Board ratifies the appointment. Any such designee will also be subject to ratification by the Association, at the next Annual Meeting.

If the President is unable to complete the full term for any reason, the Directors will nominate and elect an interim President from among those Directors currently serving, provided that a vote for Interim President will require a majority of two-thirds (⅔) of the Directors eligible to vote. Such interim President will serve until a new President is elected pursuant to the process described in these Bylaws.

SEC. 7. VOTING.

Except as otherwise provided, a majority vote of the Directors present at a meeting will be an act of the Board, provided that a quorum is present. In addition, any action may be taken without an in-person meeting if all Directors consent in writing (by mail or electronic mail) to the adoption of the action. In all such cases, the Executive Director will confirm and record the votes.

SEC. 8. RESIGNATION AND REMOVAL.

Upon the recommendation of the Nominations and Governance Committee acting in conjunction with the President, the Board may remove or reassign a committee chair, other than the chair of the Nominating and Governance Committee, as necessary or appropriate. The chair of the Nominating and Governance Committee may be removed by the Association’s members, and such chair’s authority to act as an officer may be suspended by the Board for cause.

A Director may resign from the Board by submitting a written resignation to the President.

A Director may be removed by a two-thirds vote of the Board at a properly noticed meeting.

A Director who resigns or is removed will relinquish any positions on the Board, including Chair of a committee, membership in committee(s), service as an AAVC Trustee.

SEC. 9. INDEMNIFICATION AND INSURANCE

Vassar College will indemnify all Directors against expenses or damages incurred in connection with the defense of any action, suit, or proceeding in which that person is made a party by reason of being or having been a Director, as long as that Director was acting in good faith within the scope of their role/duty to the College. This indemnification will not extend to actions that constitute engaging in fraud, for personal benefit, or purposefully acting against the interests of the College. Vassar College will maintain both general liability insurance and directors and officers’ liability insurance or its equivalent in the form of educator’s liability insurance for the activities of the Association, including those of official regional clubs.

ARTICLE V. OFFICERS

SEC. 1. OFFICERS.

The Officers of the Association are the individual Directors elected by the membership to hold the following positions for four-year terms, with the opportunity to extend in cases of exceptional service: President (1), Vice President (1), Chair of the Nominating & Governance Committee (1), and other officers, including up to one (1) additional Vice President, as approved by the Board.

SEC. 2. POWERS AND DUTIES.

The powers and duties of the Officers will be such as the Board may prescribe, in addition to the following specified powers and duties:

• The President is the chief executive officer of the Association and Chair of the Board, and presides at all meetings of the Board, the Annual Meeting of the Association, the Executive Committee, and the Officers. The President is an ex officio member of all committees and subcommittees. The President is one of the six Alumnae/i Association Trustees.
• The Vice President(s) support the work of the President, including but not limited to oversight of internal matters of the Association and Board; the orientation process; training; oversight of Directors; effective collaboration with Advancement staff and other College departments. The Vice President(s) may serve as the primary liaison to the chairs of Board committees, as designated by the President. In the event of the absence or incapacity of the President, the Vice President will exercise the powers and perform the duties of the President; where there is more than one Vice President, they will allocate the duties of the President between them.
• The Chair of the Nominating & Governance Committee supports the work of the President and Vice President(s) on matters of internal Board governance and management.

SEC. 3. VACANCIES.

An officer's resignation will constitute a resignation from the Board, any committee on which such officer served, and position as AAVC Trustee, if the officer also serves in that capacity.

ARTICLE VI. EXECUTIVE DIRECTOR

The Executive Director will be an employee of Vassar College, reporting to the College’s Vice President of Advancement. The Executive Director is a key partner in the activities of the Association and activities of the Board and will act in accordance with applicable policies and procedures. The Executive Director supports the activities of the Association in accordance with policies and procedures established by the Board and in collaboration with the Office of Advancement.

The Executive Director will be responsible for (i) the records of the Association; (ii) the minutes of meetings of the Board and the Annual Meeting in consultation with the Officers; (iii) meeting notices; (iv) and the official correspondence of the Association. The Executive Director will circulate minutes of Association meetings within two weeks of such meetings to the Officers for their review.

The Executive Director will serve as the primary staff lead for the Executive Committee, the Board Officers and the Nominating and Governance Committee.

The Officers of the Board will be consulted and will advise the Office of Advancement on the appointment and retention of the Executive Director.

ARTICLE VII. EDITOR OF COLLEGE MAGAZINE

The President of the Association is the Publisher of Vassar College’s official magazine. The Editor of the magazine will be an employee of Vassar College, reporting directly to the College’s Vice President for Communications. The Editor will consult with the President and designated members of the Board when devising themes for the magazine. Officers of the Board will be consulted on the appointment and retention of the Editor. Additional aspects governing the publication of the magazine, as well as the relationship between the College and the Association, will be set out in a separate memorandum of understanding (“MOU”) between the parties.

ARTICLE VIII. MEETINGS OF MEMBERS OF THE ASSOCIATION

SEC. 1. ANNUAL MEETING.

The Annual Meeting of the members of the Association for the election of Directors and the transaction of any other business will be held at Vassar College at a time to be determined by the Board. Unless otherwise determined by the Executive Committee, the Annual Meeting is held on Saturday of Reunion Weekend each June. As determined by the Executive Committee, the Annual Meeting may be conducted virtually. Notice of each Annual Meeting must be given at least thirty (30) days but not more than sixty (60) days in advance.

SEC. 2. SPECIAL MEETINGS.

Special meetings of the Association may be held at Vassar College or virtually at a time to be determined by the Board and may be called by the Board or upon the written request of two thousand (2000) members, representing at least fifteen (15) classes, ten (10) states, and four (4) countries. Such a request must be filed with the Executive Director. The date for such meeting must be at least two (2) months, and at most three (3) months, from the date of such written request. Notice of such meeting will be provided by the Executive Director within five (5) days of receipt of such request and is required to be given at least thirty (30) days before the date of such meeting.

SEC. 3. QUORUM.

Except as may be otherwise explicitly required by these Bylaws, five hundred (500) members of the Association will constitute a quorum for the transaction of business at an Association meeting, and any act of a majority of the members present at a meeting will be an act of the Association.

ARTICLE IX. COMMITTEES

SEC. 1. EXECUTIVE COMMITTEE AND OFFICERS.

The Executive Committee consists of the President, who is chair, the Vice President(s) and such other officer(s) who may be elected and the chairs of all committees. If major decisions are required between full Board meetings, the Executive Committee will be consulted and may act on behalf of the Board in carrying out the business of the Association. Any decision will be communicated to the full Board within 72 hours.

The Officers consist of the President, who is Chair, the Vice President(s), the Chair of the Nominating & Governance Committee and such other officer(s) who may be elected. Between full Board meetings, the Officers will have the authority to make tactical decisions not requiring the input of the entire Board or the Executive Committee.

SEC. 2. NOMINATING & GOVERNANCE COMMITTEE.

The Nominating & Governance Committee, in consultation with the President, nominates members of the Association (alums) to fill (i) Officer positions; (ii) Director positions; (iii) Alumnae/i Association Trustees; (iv) non-Director committee memberships; and (v) other roles as requested from time to time by the Officers.

Within 30 days following the Annual Meeting, and in consultation with the Officers, the Committee must nominate Chairs for the committees of the Board from among the active Directors, as well as nominate Director and non-Director members of committees. The Board will appoint the chairs and Director members of each of its committees.

In addition, the Nominating & Governance Committee advises the Board on broader governance matters, including amendments to these Bylaws and committee chartering and de-chartering.

The Nominating & Governance Committee consists exclusively of Directors. The President, in consultation with the Vice President(s), will nominate the Chair for a four-year term. The other committee members will be nominated to the Committee for two-year renewable terms by the Chair of the Nominating & Governance Committee in consultation with the Officers.

SEC. 3. STANDING COMMITTEES OF THE BOARD.

The Board of Directors, in consultation with the Nominating and Governance Committee and the Executive Director, may establish additional standing committees of the Board as it deems appropriate to assist in the fulfillment of the Board’s responsibilities. Such responsibilities may include encouraging the financial support of the College by alums, advising the College on matters related to Alumnae House, selecting members of the College community to receive designated annual awards, and advising the Office of Engagement on matters and initiatives that strengthen the bonds of alums with the College, each other and their communities.

Each standing committee will have its name, purpose, powers, and, if applicable, its duration set out in a committee charter approved by the Board, subject to these Bylaws and will be composed of at least three (3) directors. It is expected that there will be no fewer than three (3) and no more than eight (8) standing committees at any given time.

The composition and leadership of each standing committee is governed by these Bylaws.

Each committee will report regularly to the Board regarding its activities and recommendations. The Board may, in consultation with the Nominating and Governance Committee and Executive Director, (i) approve proposed committee charter changes to ensure that each committee supports the evolving needs of the Association; and (ii) terminate a committee’s charter if the Board determines that a particular committee is no longer necessary or appropriate to assist in the fulfillment of the Board’s responsibilities.

SEC. 4. SPECIAL COMMITTEES AND TASK FORCES.

The Officers of the Board may create special committees and task forces of the Board or the Association, designating the purpose and powers of such groups. The terms of membership on special committees will be defined by the Officers when establishing the purpose and powers of such committee. The term of any special committee or task force will not exceed one year unless approved by the Officers.

ARTICLE X. AAVC CONSTITUENT GROUPS

Club, class, and affiliate groups (“AAVC Constituent Groups”) produce programs to enhance alums’ personal, professional, and social experiences and maintain a connection between alums and the College. Upon the approval of the Board or such committee to which the Board may delegate its authority, Vassar alums may form clubs in regions where alums reside or affiliate groups that center shared experiences, such as affinity or identity. The Board or such committee, as the case may be, will regularly review the activities of AAVC Constituent Groups. The budgets of AAVC Constituent Groups will be provided by the Office of Advancement. Such budget allocations will be determined, from time to time, in consultation with the Board or the appropriate committee.

ARTICLE XI. ALUMNAE/I ASSOCIATION TRUSTEES OF VASSAR COLLEGE

The President of the Association serves as a Trustee during their term in office. In addition, the Nominating and Governance Committee will nominate, in consultation with the President, five (5) Directors of the Association, to serve as additional Alumnae/i Association Trustees of Vassar College. Such five nominees will be ratified by the Association at the Annual Meeting and elected to the College Board of Trustees pursuant to its own governance practices as provided in the By-Laws of the Board of Trustees, the College’s Principles of Shared Governance and the MOU between the College and the Association. Directors elected to serve as Association Trustees have the same rights, powers, and duties, serve for the standard term as Trustee, and will adhere to the same guidelines and governance practices as other College Trustees.

ARTICLE XII. NOMINATIONS TO THE BOARD OF DIRECTORS

In addition to nominations by the Nominating & Governance Committee, nominations may also be made by petition to be signed by not less than twelve hundred (1200) members of the Association representing at least fifteen (15) classes, ten (10) states, and four (4) countries and filed with the Executive Director at least thirty days and not more than sixty (60) days before the Annual Meeting. Such a petition must be accompanied by the candidate's written permission.

ARTICLE XIII. ELECTIONS OF INDIVIDUALS NOMINATED TO THE BOARD

SEC. 1. METHOD.

The names of all nominees for Directors, Officers, and Association Trustees will be announced on the Association’s website, vassar.edu/alums, and by any other means deemed appropriate by the Nominating & Governance Committee, at least thirty (30) days but not more than sixty (60) days before the Annual Meeting, together with notice of the right to make independent nominations pursuant to Article XII.

SEC. 2. VOTING.

The membership votes during the Annual Meeting by voice vote, at a time and place prescribed by the Board, on the slate, any amendments to the Bylaws presented by the Nominating & Governance Committee, and/or on any other matters properly reserved for the membership to determine. A majority approval of the slate and amendments constitutes ratification. In exceptional circumstances, such voting may take place virtually in a manner determined by the Executive Committee.

ARTICLE XIV. AMENDMENTS

A two-thirds vote of the Directors eligible to vote may amend these Bylaws. Notice of proposed amendments will be given to Directors at least thirty (30) days before such vote.

Any amendment(s) approved by the Board requires ratification by a majority of the votes cast by the members of the Association during the next Annual Meeting.

Notice of the proposed Bylaw change(s) will be announced on the Association’s website, vassar.edu/alums, and by any other means deemed appropriate by the Nominating & Governance Committee, at least thirty (30) days but not more than sixty (60) days before the Annual Meeting.

Such amendment(s) shall take effect upon ratification at the Annual Meeting.

The Alumnae/i Association Bylaws were adopted in June 1980 and amended in June 1992; June 2000; June 2005; June 2008; June 2013; June 2016; June 2018; June 2020; June 2024. Restated, and amended, June 2026.