Association Bylaws Revisions
Randolph-Macon Woman’s College Alumnae And Randolph College Alumni Association – Bylaw Revisions
YOUR VOTE needed by January 1, 2025
September 28, 2024
Dear Members of the Randolph-Macon Woman’s College and Randolph College Alumni Association,
The Board of Directors of the Association recommends a vote to approve the revised Bylaws as presented on this webpage. As a membership organization, it is your right and responsibility to vote on the Association Bylaws revisions.
The Association Bylaws Committee reviewed the current Bylaws and worked on amendments to simplify notice of meetings, elections, and amendments to the Bylaws. The proposed revisions were approved by the Association Executive Committee and the full Association Board at the April 20, 2024 meeting. The proposed amendments now come to you for your consideration.
According to the existing Bylaws, proposed amendments are sent by the Director of Alumni and Alumni to all members of the Association at least one month prior to the vote on the amendments. You may vote online using the following link.
Each section shows the current Bylaw and the proposed revision is redlined.
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ARTICLE II – MEMBERSHIP
CURRENT
2.2 Notice of Meeting.
Notice of the date of the Annual Business Meeting or any called meetings of the Association shall be provided to members of the Association not less than 15 days nor more than 60 days prior to said meetings.
PROPOSED CHANGE
2.2 Notice of Meeting.
Notice of the date of the Annual Business Meeting or any called meetings of the Association shall be provided to members of the Association not less than 15 days nor more than 60 days prior to said meetings10 days nor more than 60 days prior to said meetings by posting on the College’s website on the Association page and by email to the member’s email address on file with the Association or by mail if the member has currently elected to receive Annual Business Meeting notices by mail. If a member has not elected to receive such notices by mail and does not have an email address on file with the Association, notice shall be only by posting on the College’s website as set forth herein.
CLEAN PROPOSED CHANGE
2.2 Notice of Meeting.
Notice of the date of the Annual Business Meeting or any called meetings of the Association shall be provided to members of the Association not less than 10 days nor more than 60 days prior to said meetings by posting on the College’s website on the Association page and by email to the member’s email address on file with the Association or by mail if the member has currently elected to receive Annual Business Meeting notices by mail. If a member has not elected to receive such notices by mail and does not have an email address on file with the Association, notice shall be only by posting on the College’s website as set forth herein.
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ARTICLE V – OFFICERS
CURRENT
Section 3. Election. Officers shall be elected from a slate prepared by the Nominating Committee and circulated along with a ballot in the winter issue The Bulletin. A majority of votes cast shall constitute election. If the office of President becomes vacant, the First Vice President shall assume the office of President. If the office of First Vice President, Second Vice President, or Secretary becomes vacant, the office shall be filled by a majority vote of the remaining members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for a full term at the end of the unexpired term the board member completed.
PROPOSED CHANGE
Section 3. Election. Officers shall be elected from a slate prepared by the Nominating Committee and circulated along with a ballot in the winter issue. The Bulletin. A majority procedure for notice to the Association membership about the slate of votes cast shall constitute election. officers and voting is set forth in Article XV, Section 2. If the office of President becomes vacant during a term, the First Vice President shall assume the office of President. If the office of First Vice President, Second Vice President, or Secretary becomes vacant during a term, the office shall be filled by a majority vote of the remaining members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for a full term at the end of the unexpired term the board member completed.
CLEAN PROPOSED CHANGE
Section 3. Election. Officers shall be elected from a slate prepared by the Nominating Committee. The procedure for notice to the Association membership about the slate of officers and voting is set forth in Article XV, Section 2. If the office of President becomes vacant during a term, the First Vice President shall assume the office of President. If the office of First Vice President, Second Vice President, or Secretary becomes vacant during a term, the office shall be filled by a majority vote of the remaining members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for a full term at the end of the unexpired term the board member completed.
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ARTICLE VI – ALUMNAE AND ALUMNI REPRESENTATIVE TO THE BOARD OF TRUSTEES
CURRENT
Section 3. Election. The Representative to the Board of Trustees shall be elected from a slate prepared by the Nominating Committee and circulated along with a ballot in the winter issue of The Bulletin. A majority of votes cast shall constitute election. If the position of the Representative to the Board of Trustees becomes vacant, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
PROPOSED CHANGE
Section 3. Election. The Representative to the Board of Trustees shall be elected from a slate prepared by the Nominating Committee. The procedure for notice to the Association membership about the slate of the Representative to the Board of Trustees and circulated along with a ballot voting is set forth in the winter issue of The Bulletin. A majority of votes cast shall constitute election. Article XV, Section 2. If the position of the Representative to the Board of Trustees becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
CLEAN PROPOSED CHANGE
Section 3. Election. The Representative to the Board of Trustees shall be elected from a slate prepared by the Nominating Committee. The procedure for notice to the Association membership about the slate of the Representative to the Board of Trustees and voting is set forth in Article XV, Section 2. If the position of the Representative to the Board of Trustees becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
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ARTICLE X – CHAIRS OF STANDING COMMITTEES
CURRENT
3.1 Nominating Committee. The Board of Directors shall nominate a Chair of the Nominating Committee to serve a three-year term. The Nominating Committee Chair should be a current or former member of the Committee. The candidate’s name shall be circulated on a ballot in the winter issue of The Bulletin. A majority of votes cast shall constitute election.
PROPOSED CHANGE
3.1 Nominating Committee. The Board of Directors shall nominate a Chair of the Nominating Committee to serve a three-year term. The Nominating Committee Chair should be a current or former member of the Committee. The candidate’s name shall be circulated on a ballot in the winter issue of The Bulletin. A majority of votes cast shall constitute election. The procedure for notifying the Association membership about the name of the nominated Chair of the Nominating Committee and voting is set forth in Article XV, Section 2. If the position of the Chair of the Nominating Committee becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
CLEAN PROPOSED CHANGE
3.1 Nominating Committee. The Board of Directors shall nominate a Chair of the Nominating Committee to serve a three-year term. The Nominating Committee Chair should be a current or former member of the Committee. The procedure for notifying the Association membership about the name of the nominated Chair of the Nominating Committee and voting is set forth in Article XV, Section 2. If the position of the Chair of the Nominating Committee becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
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ARTICLE XI – COMMITTEES
CURRENT
2.2 Bylaws Committee.
a. Composition. The Bylaws Committee shall consist of a chair and two members, so appointed that the term of one shall expire each year. The members shall be appointed by the Board of Directors.
b. Duties. The Bylaws Committee shall examine the Bylaws each year, recommending any amendments deemed necessary, and shall consider amendments proposed by others as provided in Article XIII.
PROPOSED CHANGE
2.2 Bylaws Committee.
a. Composition. The Bylaws Committee shall consist of a chair and two members, so appointed that the term of one shall expire each year. The members shall be appointed by the Board of Directors.
b. Duties. The Bylaws Committee shall examine the Bylaws each year, recommending any amendments deemed necessary, and shall consider amendments proposed by others as provided in Article XIIIXIV.
CLEAN PROPOSED CHANGE
2.2 Bylaws Committee.
a. Composition. The Bylaws Committee shall consist of a chair and two members, so appointed that the term of one shall expire each year. The members shall be appointed by the Board of Directors.
b. Duties. The Bylaws Committee shall examine the Bylaws each year, recommending any amendments deemed necessary, and shall consider amendments proposed by others as provided in Article XIV.
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ARTICLE XII – ASSOCIATION ORGANIZATION
CURRENT
1.2 Election. District Directors shall be elected from a slate prepared by the Nominating Committee and circulated along with a ballot in the winter issue of The Bulletin. If a District Director position becomes vacant, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
PROPOSED CHANGE
1.2 Election. District Directors shall be elected from a slate prepared by the Nominating Committee. The procedure for notifying the Association membership about the slate of District Directors and circulated along with a ballot voting is set forth in the winter issue of The Bulletin. Article XV, Section 2. If a District Director position becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
CLEAN PROPOSED CHANGE
1.2 Election. District Directors shall be elected from a slate prepared by the Nominating Committee. The procedure for notifying the Association membership about the slate of District Directors and voting is set forth in Article XV, Section 2. If a District Director position becomes vacant during a term, the vacancy shall be filled by a majority vote of the members of the Board. Any person elected by the Board to fill a vacancy that is less than one-half of a complete term may be nominated for election to a full term at the end of the unexpired term the board member completed.
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ARTICLE XIV – AMENDMENTS
CURRENT
Section 1. Proposal. Amendments may be proposed by a chapter, a chair of a standing or special committee, or a member of the Board of Directors.
PROPOSED CHANGE
Section 1. Proposal.Recommended Amendments. Amendments may be recommended by the Bylaws Committee pursuant to Article XI, Section 2.2(b) and amendments may be proposed by a chapter, a chair of a standing or special committee, or a member of the Board of Directors to the Bylaws Committee for consideration and recommendation.
CLEAN PROPOSED CHANGE
Section 1. Recommended Amendments. Amendments may be recommended by the Bylaws Committee pursuant to Article XI, Section 2.2(b) and amendments may be proposed by a chapter, a chair of a standing or special committee, or a member of the Board of Directors to the Bylaws Committee for consideration and recommendation.
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ARTICLE XIV – AMENDMENTS
CURRENT
Section 2. Procedure. Proposed amendments shall be submitted to the Bylaws Committee for consideration. If an amendment has been recommended by the Committee, it shall be presented to the Executive Committee and to the Board of Directors. If approved by both bodies, it shall then be sent by the Director of Alumnae and Alumni to all members of the Alumnae and Alumni Association at least 30 days prior to the vote on the amendment. Publication in The Bulletin or a special mailing is deemed notice to all members of the Association. The ballots shall show a deadline by which ballots must be returned to be counted. Each active member of the Association shall be permitted to cast one vote, in the method prescribed by the Executive Committee, in considering questions requiring action by voting members of the Association.
PROPOSED CHANGE
Section 2. Procedure. Proposed amendments shall be submitted Any amendment to the Bylaws Committee for consideration. If an amendment has been recommended by the Committee, it Bylaws Committee shall be presented to the Executive Committee. If approved by a two-thirds vote of the Executive Committee, the amendment shall be presented to the Executive Committee and to the Board of Directors. If approved by both bodies, a two-thirds vote of the Board of Directors, the proposed amendment shall then be sent by the Director of Alumnae and Alumni to all active members of the Alumnae and Alumni Association at least 30 days prior to the vote on the amendment. Publication in The Bulletin or a special mailing is deemed notice to all members of procedure for notifying the Association. The ballots shall show a deadline by which ballots must be returned to be counted. Each active member of the Association shall be permitted to cast one vote, in the method prescribed by the Executive Committee, in considering questions requiring action by membership about the proposed amendment and voting members of the Association is set forth in Article XV, Section 3.
CLEAN PROPOSED CHANGE
Section 2. Procedure. Any amendment to the Bylaws recommended by the Bylaws Committee shall be presented to the Executive Committee. If approved by a two-thirds vote of the Executive Committee, the amendment shall be presented to the Board of Directors. If approved by a two-thirds vote of the Board of Directors, the proposed amendment shall then be sent by the Director of Alumnae and Alumni to all active members of the Association not less than 10 days prior to a vote on the amendment. The procedure for notifying the Association membership about the proposed amendment and voting is set forth in Article XV, Section 3.
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ARTICLE XV – PROCEDURE
CURRENT
Section 2. Election of Officers and Board Members. Only active members may vote in elections. Notice of elections shall be considered adequate if provided in the winter edition of The Bulletin or by special mailing to active members at their last known address on file with the Association, along with a ballot for voting. No ballots will be counted past the deadline set forth on the ballot. The Board may promulgate rules for the return of electronic ballots that will be published together with the notice of election if such means are utilized.
PROPOSED CHANGE
Section 2. Election of Officers and Board Members. Only active Association members may vote in elections. for officers, members of the Board of Directors, the Representative to the Board of Trustees, the Chair of the Nominating Committee, and District Directors. Notice of elections shall be considered adequate if provided by posting on the College’s website on the Association page and inclusion in the winter edition of The Bulletin, along with a ballot. The ballot shall include a deadline by which a completed ballot must be submitted or by special mailing to returned in order to be counted, which date shall be determined by the Executive Committee. Each active members at their last known member of the Association shall be permitted to cast one vote either by electronic ballot on the Association web page or by completed printed paper ballot returned to the Director of Alumnae and Alumni by the United States Postal Service. An electronic ballot may be accessed on the College’s website on the Association page. A majority of the votes cast shall determine the outcome of the election.
CLEAN PROPOSED CHANGE
Section 2. Election of Officers and Board Members. Only active Association members may vote in elections for officers, members of the Board of Directors, the Representative to the Board of Trustees, the Chair of the Nominating Committee, and District Directors. Notice of elections shall be provided by posting on the College’s website on the Association page and inclusion in The Bulletin, along with a ballot. The ballot shall include a deadline by which a completed ballot must be submitted or returned in order to be counted, which date shall be determined by the Executive Committee. Each active member of the Association shall be permitted to cast one vote either by electronic ballot on the Association web page or by completed printed paper ballot returned to the Director of Alumnae and Alumni by the United States Postal Service. An electronic ballot may be accessed on the College’s website on the Association page. A majority of the votes cast shall determine the outcome of the election.
NEW SECTION
Section 3. Amendment to Bylaws. Only active Association members may vote on amendments to the Bylaws. Notice of a vote for a proposed amendment to the Bylaws shall be provided by posting on the College’s website on the Association page and by email to the email address on file with the Association, along with a ballot for voting. No ballots will be counted past the deadline set forth on the ballot. The Board may promulgate rules for the return of electronic ballots that will be published together with the or by mail if the member has currently elected to receive notice of election if such means are utilized. proposed Bylaws amendments by mail. If a member has not elected to receive notice of proposed Bylaws amendments by mail and does not have an email address on file with the Association, notice about proposed Bylaws amendments shall be made only on the Association page of the College’s website. The notice shall include a deadline by which votes must be submitted or returned in order to be counted, which date shall be determined by the Executive Committee. Each active member of the Association shall be permitted to cast one vote either electronically on the Association web page or by completed printed paper vote returned to the Director of Alumnae and Alumni by the United States Postal Service. An electronic vote may be cast on the College’s website on the Association page or via a link from an emailed notice of the proposed amendment. A majority of the votes cast shall determine the outcome of the proposed amendment.
CLEAN NEW SECTION
Section 3. Amendment to Bylaws. Only active Association members may vote on amendments to the Bylaws. Notice of a vote for a proposed amendment to the Bylaws shall be provided by posting on the College’s website on the Association page and by email to the email address on file with the Association or by mail if the member has currently elected to receive notice of proposed Bylaws amendments by mail. If a member has not elected to receive notice of proposed Bylaws amendments by mail and does not have an email address on file with the Association, notice about proposed Bylaws amendments shall be made only on the Association page of the College’s website. The notice shall include a deadline by which votes must be submitted or returned in order to be counted, which date shall be determined by the Executive Committee. Each active member of the Association shall be permitted to cast one vote either electronically on the Association web page or by completed printed paper vote returned to the Director of Alumnae and Alumni by the United States Postal Service. An electronic vote may be cast on the College’s website on the Association page or via a link from an emailed notice of the proposed amendment. A majority of the votes cast shall determine the outcome of the proposed amendment.
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ARTICLE XVIII – VOTING
CURRENT
Each active member of the Association shall be permitted to cast one vote, in the method prescribed by the Executive Committee, in considering questions requiring action by the members of the Association. A majority of votes cast shall determine the outcome of the vote. Proxies may be used at any meetings of the members consistent with the Act.
PROPOSED CHANGE
In considering questions requiring action by the members of the Association, each active member of the Association shall be permitted to cast one vote, as set forth in the Bylaws or in the method prescribed by the Executive Committee, in considering questions requiring action by the members of the Association. if not otherwise set forth in these Bylaws. A Member may vote either by submitting an electronic ballot on the College’s website on the Association page or by completing a printed paper ballot and returning it to the Director of Alumnae and Alumni by the United States Postal Service. An electronic ballot may be accessed directly on the College’s website on the Association page or via a link from an emailed ballot. A majority of votes cast shall determine the outcome of the vote matter being voted on. Proxies may be used at any meetings of the members consistent with the Act.
CLEAN PROPOSED CHANGE
In considering questions requiring action by the members of the Association, each active member of the Association shall be permitted to cast one vote as set forth in the Bylaws or in the method prescribed by the Executive Committee if not otherwise set forth in these Bylaws. A Member may vote either by submitting an electronic ballot on the College’s website on the Association page or by completing a printed paper ballot and returning it to the Director of Alumnae and Alumni by the United States Postal Service. An electronic ballot may be accessed directly on the College’s website on the Association page or via a link from an emailed ballot. A majority of votes cast shall determine the outcome of the matter being voted on. Proxies may be used at any meetings of the members consistent with the Act.
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ARTICLE XIX – ELECTRONIC MEETINGS
CURRENT
Meetings of the Executive Committee, the Board of Directors, or any committee may be held by conference telephone or similar communication method provided that all members shall have an opportunity to participate. Members considered present at the meeting shall be able to hear one another and speak to one another at all times. Any vote shall be by roll call, and a record of said vote shall be maintained with the records of the Association.
PROPOSED CHANGE
Meetings of the Executive Committee, the Board of Directors, or any committee, and the entire membership at the Annual Business Meeting of the Association may be held by conference telephone, video teleconference, or similar communication method provided that all members in attendance shall have an opportunity to participate. Members considered present at the meeting in person or virtually shall be able to hear one another and speak to one another at all times.. Any member casting a vote shall be verified, as determined by the Executive Committee, and all votes shall be cast by roll call, and A voice vote is not adequate for determining matters when meetings are held with any members participating virtually. A record of said voice votes shall be maintained with the records of the Association.
CLEAN PROPOSED CHANGE
Meetings of the Executive Committee, the Board of Directors, Committee, and the entire membership at the Annual Business Meeting of the Association may be held by telephone, video teleconference, or similar communication method provided that all members in attendance shall have an opportunity to participate. Members considered present at the meeting in person or virtually shall be able to hear one another and speak to one another. Any member casting a vote shall be verified, as determined by the Executive Committee, and all votes shall be cast by roll call. A voice vote is not adequate for determining matters when meetings are held with any members participating virtually. A record of votes shall be maintained with the records of the Association.
